IR Contacts Ronnie Vaz Moreira Vice Chief Executive Officer and IRO Ricardo Levy Financial and IR Superintendent Cristina Guedes IR Manager Phone: +55 (21) 22112650/ 2660 Fax: +55 (21) 2211-2787 www.light.com.br E-mail: [email protected] Extraordinary dividends approved Supplemental dividend distribution comes to R$0.46/share, totaling R$2.91/share in the year Final tariff review consistent with provisional review Rio de Janeiro’s successful 2016 Olympics bid will spur economic activity in concession area The Company approved in November 06, 2009 an additional dividend distribution of R$94,729,799.90, equal to R$0.46 per share, based on the profit reserve account balance as of December 31, 2008, generating a dividend yield of 1.79% relative to the closing balance on November 6, 2009. Ex-dividend trading of the shares will begin on November 9, 2009. The additional distribution plus the previously declared dividend totals R$594,367,556.00, or R$2.91 per share, representing a total dividend yield of 11.49% and a payout of 62.7% of net income for the 2008 fiscal year. Conference Call Date: 11/12/2009 Time: 02 P.M. (Brazil) 11 A.M. (US EST) Phones: Brazil: +55 (11) 2188-0188 USA: +1 (866) 890-2584 Other countries: +1 (646) 843-6045 The Simultaneous translation into English Company continues Webcast: reach www.light.com.br levels of (Portuguese and English) At a public meeting held October 13, 2009, the Brazilian National Electric Energy Agency (ANEEL) approved the final version of Light SESA’s tariff review for the period beginning November 7, 2008 (November of 2008 through November of 2013). The tariff repositioning index increased from 1.96% to 2.06%; The announcement that Rio de Janeiro has been selected to host the 2016 Olympic Games is good news for the Company’s concession area, considering the expected increase in investments over the next seven years. The city, which was already benefitting from investments in a number of previously announced improvements, stands to receive increased investments in infrastructure and services, which will have an impact on electricity consumption. 1 Operational Highlights (GWh) Grid Load* Billed Energy - Captive Market Consumption in the concession area1 Transported Energy - TUSD1 Sold Energy - Generation Commercializated Energy (Esco)** Financial Highlights (R$ MM) Net Revenue EBITDA EBITDA Margin Net Income Net Debt*** 3Q09 7,881 4,383 4,989 1,369 1,256 419 1,219 277 22.7% 67 1,496 3Q08 Var. % 7,947 -0.8% 4,344 0.9% 4,980 0.2% 1,333 2.7% 1,234 1.7% 433 -3.2% 1,298 359 27.7% 204 1,321 -6.1% -22.8% -67.0% 13.2% 9M09 24,237 14,004 15,775 3,692 3,686 1,208 3,930 847 21.6% 357 1,496 9M08 Var. % 24,683 -1.8% 13,695 2.3% 15,672 0.7% 3,927 -6.0% 3,656 0.8% 1,406 -14.1% 3,911 991 25.3% 689 1,321 to high 0.5% -14.5% -48.2% 13.2% * Captive market + losses + network use ** Trading + Broker *** Financial Debt - Cash productivity. Manageable costs and expenses in 3Q09 came to R$257.0 million, a 4.2% decline year-on-year, continuing the downward trend observed over the past few quarters. The decrease resulted primarily from lower third-party service costs and provisions; To preserve comparability with the market approved by Aneel in the tariff adjustment process, the billed energy and demand of free customers Valesul, CSN and CSA were excluded, in view of these customers planned migration to the core network. In 2Q09, the energy consumption of these customers totaled 411 GWh and their demand was 2,223 GW in this quarter, compared to a 758 GWh consumption and 2,939 GW demand in 3Q08. 1 1 The collection problems encountered at the beginning of the year have been overcome. Collection in 3Q09 reached 99.7% of gross energy supply billing, remaining close to 100% of the total amount billed. In the last 12 months, the collection rate stood at 97.2% of commercial billing; Consolidated net revenue in the quarter totaled R$1,219.1 million, down 6.1% year-on-year. That decrease is primarily due to the decline in contracted energy and demand by free customers, combined with the end of the regulatory asset referring to Parcel A billing in June of this year. The year-to-date total comes to R$3,929.9 million, a 0.5% year-on-year increase; Consolidated EBITDA for the quarter was R$277.3 million, 22.8% below 3Q08, mainly as a result of the reduction in the Company’s regulatory EBITDA due to the tariff review conducted in November 2008, which is expected in the first year of each tariff cycle, when scale gains are fully passed through to consumers. Year-to-date EBITDA is R$847,5 million, 14.5% below the figure recorded in 9M08; Light’s consolidated net income in 3Q09 came to R$67.4 million, compared to the R$204.0 million in 3Q08. Net income in 9M09 reached R$357.1 million. Excluding non-recurring effects for the same periods in 2008 and in 2009, net income in the 9M09 would have been R$364.3 million and 2.9% higher than the result for the same period in 2008, which would have been R$353.9 million; At the end of 3Q09, the Company’s net debt stood at R$1.495.7 million, 13.2% lower than the net debt level recorded in September of 2008 and 9.2% lower than in June of 2009. This decrease is primarily due to the Company’s increased cash generation; 2 Release Segmentation Light S.A. is a holding company with wholly-owned subsidiaries that participate in three business segments: electricity distribution (Light SESA), electricity generation (Light Energia) and electricity trading/services (Light Esco). To increase the transparency of its results and enable investors to make a better evaluation, Light also presents its results by business segment. 3rd Quarter 2008 Results 3Q08 and 9M08 results were adjusted to reflect the impacts of Law 11,638/07 on the respective results of the periods, pursuant to CVM Resolution 592, as well as the reclassification of employee profit sharing (PLR) after the income tax line, thereby no longer being classified as costs and personnel expenses. For further information, see Appendix V of this release. Operating Performance Distribution Total energy consumption in Light’s concession area (captive customers + billed free customers2) in 3Q09 was 4,989 GWh, growing 0.2% when compared to the same period in 2008, chiefly due to the growth in captive market Electric Energy Consumption (GWh) Total Market (Captive + Free) 0.2% 607 636 -4.6% consumption. Total consumption in the first nine months of 2009 was 4,989 4,980 4,383 4,344 0.9% 15,775 GWh, a 0.7% increase year-on-year driven mainly by the significant growth in the residential and commercial 3Q08 markets affected by higher average temperature from 3Q09 Captive Free January to September of 2009. According to consumption statistics from the Energetic Research Enterprise (EPE), this performance surpasses that of the Southeast Region, whose performance decreased 3.9% year-on-year. Taking into account the energy consumed by free consumers CSN, Valesul and CSA, consumption in this quarter was 5,401 GWh and 17,053 GWh year-to-date. To preserve comparability with the market approved by Aneel in the tariff review process, the billed energy and demand of free customers Valesul, CSN and CSA were excluded, in view of these customers planned migration to the core network. In 3Q09, the energy consumption of these customers totaled 411 GWh and their demand was 2,223 GW, compared to a 758 GWh consumption and 2,939 GW demand in 3Q08. 2 3 Captive Customers Billed consumption in the captive market grew 0.9% year-on-year, primarily a result of higher consumption in the residential class. The increased consumption of this class was largely influenced by the higher temperature in September – 2.8º C above the last September. Consumption in the residential Electric Energy Consumption (GWh) rd 3 segment, which accounted for Quarter 0.9% 40.2% of the captive market in the quarter, grew 2.7% over 3Q08. The number 4,344 2.7% 0.6% of 1,714 residential customers 1,761 rose with average monthly consumption of 159.9 -4.0% 477 2.2% to 3.7 million billed customers 4,383 Residential 0.3% 1,379 1,388 774 458 Industrial Commercial 3Q08 776 Others Total 3Q09 kWh/month in this quarter, compared to 157.8 kWh/month in the same period of 2008. Commercial segment consumption, which represented 31.7% of the captive market this quarter, grew 0.6% year-on-year. The captive industrial segment, which represented only 10.4% of the captive market, consumed 4.0% less in relation to 3Q08. The most affected industries were metallurgy, plastic and metal and rubber products. This quarter, a customer from the publishing and printing segment that consumed an average of 0.7 GWh migrated from the captive to the free market. In 9M09, the captive market’s billed consumption totaled 14,004 GWh, 2.3% above that of 9M08. This growth is primarily a result of the strong performance of the residential and commercial segments, which recorded billed consumption growth of 4.0% and 1.9%, respectively, compared to 9M08, representing a 306 GWh increase. This performance allowed the growth of captive market in the period, offsetting the 2.7%, or 37 GWh, decrease in industrial consumption in the period that was an effect of the economic slowdown. 4 Network Use 3 Billed energy transported to free customers and Electric Energy Transportation - GWh Free Customers + Utilities concessionaires amounted to 1,369 GWh3 this quarter, 2.7% above 3Q08. This increase was primarily impacted 2,7% 1,333 -4,6% 636 607 697 1,369 9,4% 762 by the flow of energy supplied to the concessionaires bordering Light’s area, which posted a growth of 9,4% between the periods, due to a resolution of the National Electric System Operator (ONS). The free market’s billed consumption decreased 4.6% mainly due to the return to the captive market of a free market customer that Free Utility 3Q08 represented Total 3Q09 a Free monthly average Utility consumption of Total approximately 10 GWh in 2Q09. In 9M09, network use totaled 3,692 GWh, 6.0% below the energy transported in 9M08. The tariff breakdown of free customers is mainly driven by billed demand; therefore, a decline in the volume of transported energy does not significantly affect the revenue originating from these customers. Billed demand for free customers and concessionaires corresponded to 6,040 GW 3 Billed Demand (GW) Free Costumers and Utilities this -0,5% quarter, dropping slightly by 0.5% in relation to 3Q08. Free customer demand this 6,073 6,040 6,4% quarter decreased by 11.0% compared to the same period last year, mainly due to the fall in the billed demand -11,0% 3,663 3,896 2,410 2,144 of a major customer from the steel industry. The 6.4% increase in demand from concessionaires Free minimized the decrease in free customer demand. In Utility 3Q08 Total 3Q09 9M09, free customer and concessionaire demand totaled 18,257 GW, 1.6% above 9M08 billed demand. The demand presented in GW refers to the annual sum of GW billed each month, encompassing peak and off-peak periods. 3Q08 3Q09 To preserve comparability with the market approved by Aneel in the tariff review process, the billed energy and demand of free customers Valesul, CSN and CSA were excluded, in view of these customers’ planned migration to the core network. In 3Q09, the energy consumption of these customers totaled 411 GWh and their demand was 2,223 GW, compared to a 758 GWh consumption and 2,939 GW demand in 3Q08. 3 5 Energy Flow DISTRIBUTION ENERGETIC BALANCE - GWh Position: January-September 2009 PROINFA Residential 5,785.5 324.5 CCEAR Light Energia 235.7 ITAIPU (CCEE) 4,223.4 Billed Energy 14,003.6 Own load Light 19,283.1 Commercial 4,447.2 Required E. (CCEE) 19,678.9 AUCTIONS (CCEE) 9,927.4 NORTE FLU (CCEE) 4,750.9 OTHERS(*) (CCEE) 216.9 Industrial 1,349.4 Differences Others 2,421.6 5,279.4 Basic netw. losses Adjustment 389.4 0.0 Billing Adjustment 6.4 (*) Others = Purchase in Spot - Sale in Spot. Note: At Light S.A., there is intercompany power purchase/sale elimination Energy Balance (GWh) = Grid Load + Energy transported to utilities + Energy transported to free customers* = Own Load + Captive market consumption + Differences 3Q09 7,881 762 1,054 6,065 4,383 1,682 3Q08 7,947 697 1,374 5,875 4,344 1,531 Var.% -0.8% 9.4% -23.3% 3.2% 0.9% 9.9% 9M09 24,237 1,921 3,033 19,283 14,004 5,279 9M08 24,683 1,950 4,133 18,600 13,695 4,905 Var.% -1.8% -1.5% -26.6% 3.7% 2.3% 7.6% *Including CSN, Valesul and CSA 6 Electric Energy Losses Light’s total losses totaled 7,005 GWh, Light Losses Evolution 12 months or 21.50% over the grid load, in the 12 months that ended in September of 21.50% 14.93% 15.22% 2009. The higher average temperature had a negative impact on September’s Sep-08 losses results. temperature, In the addition index to was 7,005 21.23% 14.60% 6,929 20.79% 14.36% 6,885 20.42% 14.44% 6,808 compared to the loss index in June of 20.51% 6,743 2009, representing a 0.27 p.p. increase Dec-08 Mar-09 Jun-09 Sep-09 GWh Losses % Losses / Grid Load (Own + Transport) Non-technical losses % Grid Load the also affected by a decline in consumption of large customers (which do not suffer non-technical losses), Non tecnical losses / Low voltage market 12 months adversely impacting the grid load, which is the denominator of the index. 42.4% 4,991 42.6% 4,859 41.8% 4,832 low voltage market in compliance with 41.8% 4,682 will be publicized for billed energy in the 41.7% 4,793 From this quarter, non-technical losses Sep-08 Dec-08 Mar-09 Jun-09 Sep-09 the change mandated by ANEEL in its "Non Tecnincal Losses (GW)" "Non tecnical Losses % Low Voltage Mkt" definitive tariff review approved last October. In light of that change, non-technical losses, which in the 12 months ending in September of 2009 totaled 4.959 GWh, representing 15.22% of the grid load, represented 42.3% of the low voltage market. Conventional energy recovery processes, such as Recovered Energy GW the negotiation of amounts owed by customers 112.5 32.3% where fraud was detected, caused energy recovered in 9M09 to increase 32.3% over the same period in 85.1 the previous year, totaling 112.5 GWh recovered. 21.9% more customers were normalized (elimination of irregularities found during inspection), than in 9M08. 9M08 9M09 Energy Incorporation GW Additionally, loss prevention programs generated an energy incorporation of 64.5 GWh in the first nine months of 2009, an increase of 138.0% over the 27.1 GWh incorporated in the same period 64.5 138% last year. 27.1 With Inmetro’s certification of the electronic meters used by one of Light’s suppliers that allow centralized 9M08 9M09 readings, we were able to resume the process of retrofitting installed meters and installing new meters in September. Inmetro’s delay in approving and the conditions required for the centralized 9M08 9M09 7 metering system caused the 2009 plan to be restructured. As part of the centralized metering system, the Company has increased its investments in network modernization by protecting 414 km of the low voltage network as of September, contrary to 2008, when 120 km were replaced. Light believes that its continuous investment in new metering and network protection technologies will result in sustainable loss reduction. Collection Collection in 3Q09 remained near 100% of the total billed, reaching a collection rate of 99.7%. The collection rate of the last 12 months, which Colletion rate R$ MM Billing Collection Collection Tax encompasses the economic crisis that began in 3Q08 1,830 1,834 100.2% 9M09 5,960 5,830 97.8% 9M08 5,712 5,667 99.2% Collection rate 12 months moving average September of 2008, was 97.2% of billing, stable in relation to the index posted in June of 2009. 3Q09 1,797 1,792 99.7% 99.1% 98.2% The results of delinquency-prevention initiatives, 97.4% 97.2% Jun-09 Sep-09 96.6% which focus on the retail and large customers segments, help maintain this collection level. The provision for past due accounts (PDD) constituted in 3Q09 was R$57.9 million, or 3.4% Sep-08 of the gross billed energy, slightly below the provision made last quarter. The effect of the Dec-08 Mar-09 PDD/Gross Revenue (Billed Sales) 4.7% economic crisis on the collection in the first 3.5% months of the year impacted the 3Q09 PDD, 3.4% since, according to the criteria for constituting a provision in the sector, provisions related to past due accounts from residential customers should be constituted 90 days after the due date. In the 3Q08 2Q09 3Q09 first nine months of 2009, the PDD amounted to R$184.3 million, a decrease of R$4.3 million compared to the 9M08 provision. R$ MM PDD 9M09 184.3 9M08 Variation 188.6 (4.3) 8 Operating Quality Initiated in 2008, the Company’s investment program aims to increase the reliability of the distribution system, and the results already achieved this year reflect an improvement in system quality. The quality indicators returned to pre-program levels even with the increase in the number of scheduled disconnections—necessary due to the investments made in the network. The equivalent length of interruption (DEC) index for the 12-month period ending in September of 2009 was 8.96 hours, compared to 11.52 hours in the same period of last year. The equivalent frequency of interruption (FEC) index for the 12 months ending in September of 2009 was 5.75 hours, compared to 7.06 hours in the same period of the previous year. The 2009 mark was even lower than the 2007 FEC index. Investments made since 2008 in important projects like the replacement of the conventional network with space cable (compressed MT network) and installation of remotely commanded keys to reduce interruption times, together with a reduction in planned disconnections, were instrumental to improving our indicators. These investments include improving electricity supply quality, increasing distribution network capacity and protecting the network, and amounted to R$115.3 million in 9M09, compared to R$64.0 million in 9M08. The electrical system maintenance plan is being monitored by a specific SAP system module, providing better management and positively impacting the service continuity. ELC / EFC - 12 Months 8.38 ELC 8.96 11.52 6.24 7.06 5.75 EFC Sep-09 Sep-08 Sep-07 ELC – Equivalent Length of Interruption per Consumption Unit (hs) EFC – Equivalent Frequency of Interruption per Consumption Unit (n.) Generation Energy sold on the Regulated (ACR) and Free Contract (ACL) markets in 3Q09 was 1,035.1 GWh and 118.7 GWh, respectively. In the ACR, the volume of energy sold was 5.2% lower than in the same period in 2008, resulting mainly from the end of the contract for an 11.88 average MW product of the 2006/08 existing energy auction held in 2005, resold in the ACL, which resulted in a 22.1% increase over 3Q08. The 125.9% increase in the volume of energy sold on the spot market in 3Q09 chiefly resulted from: (i) the increase in hydroelectric generation within the interconnected system, due to the higher hydrological level; and (ii) the contract seasonality. 9 In 9M09, a total of 3,686.2 GWh was sold, a volume 0.8% higher than that posted in the same period last year. LIGHT ENERGIA (GWh) 3Q09 1,035.1 3Q08 1,092.0 Free Contracting Environment Sales 118.7 Spot Sales (CCEE) Total 102.1 1,255.9 Regulated Contracting Environment Sales % -5.2% 9M09 3,088.3 9M08 3,173.2 % -2.7% 97.2 22.1% 325.0 305.0 6.6% 45.2 125.9% 272.9 177.6 53.6% 1,234.4 1.7% 3,686.2 3,655.8 0.8% Trading and Services In the third quarter of 2009, Light Esco sold 144.5 GWh directly, a 22.1% increase in trading volume compared to 3Q08. This increase is explained by the greater availability of energy for resale at the trading company due to the expansion of its contract portfolio. In addition to direct sales, Light Esco also continued to provide consulting services and represent free clients before the CCEE. These activities included operations of around 275.0 GWh and 8 clients. Year-to-date, Light Esco traded 396.6 GWh, a 7.8% increase in relation to the same period of 2008. This result reflects the increase in traded energy as of the second quarter of 2008. Currently, Light Esco has 59 energy sale customers, 51 of which use the Company’s trading services and 8 of which use its consulting and contract intermediation (brokerage) services. In Semptember 2008, it had 55 customers. As to the service activity, Light Esco has been developing major projects for setting up service drops, substations, cold water centers and energy efficiency projects for customers such as TV Globo, Fiocruz and Petrobras, with a total revenue of approximately R$60 million, in the period between January of 2008 and June of 2010. The contract with Petrobras signed in October of 2009 covers the installation of the underground transmission lines necessary to supply 138 KV of primary voltage power to the Leopoldo Américo Miguez de Melo Research and Development Center (Cenpes) and to the Integrated Data Processing Center (CIPD), located on Ilha do Fundão in Rio de Janeiro. Volume (GWh) Trading Broker Total 3Q09 144.5 275.0 419.5 3Q08 118.3 315.0 433.3 Var.% 9M09 9M08 22.1% 396.6 368.0 -12.7% 811.0 1,038.0 -3.2% 1,207.6 1,406.0 Var.% 7.8% -21.9% -14.1% 10 Financial Performance Net Revenue Consolidated In 3Q09, net operating revenue totaled R$1,219.1 million, 6.1% lower than in 3Q08, mainly impacted by the 6.8% reduction in the distribution company’s net revenue. In the quarter, revenues from energy generation and trading segments grew 1.2% and 7.3%, respectively, compared to those recorded in 3Q08. In 9M09, net operating revenue amounted to R$3,929.9 million, stable year-on-year. Net Revenue (R$ MM) Distribution Billed consumption Non billed energy Network use (TUSD) Short-Term (Spot) Others Subtotal (a) 3Q09 3Q08 Var. % 9M09 1,079.4 9.6 113.3 10.0 16.2 1,228.6 -3.8% -34.3% -29.8% -14.6% -23.9% -6.8% Generation Generation Sale(ACR+ACL) Short-Term1 Others Subtotal (b) 72.9 1.5 74.3 70.4 1.8 1.3 73.4 3.5% -100.0% 15.9% 1.2% 204.8 10.5 4.1 219.5 209.9 12.8 3.4 226.1 -2.4% -17.6% 21.8% -2.9% Comercialization Energy Sales Others Subtotal (c) 18.3 3.3 21.5 14.5 5.6 20.1 26.2% -41.5% 7.3% 48.4 10.1 58.5 54.0 12.5 66.6 -10.5% -19.1% -12.1% Others and Eliminations (d) (22.2) (24.1) (66.8) (78.7) 1,219.1 1,298.0 -6.1% 3,929.9 3,352.3 (32.3) 316.0 16.9 44.4 3,697.3 Var. % 1,038.6 6.3 79.6 8.6 12.3 1,145.4 Total (a+b+c+d) 3,426.0 (14.0) 252.2 16.2 38.3 3,718.7 9M08 3,911.3 2.2% -56.6% -20.2% -3.8% -13.6% 0.6% 0.5% (1) Balance of the settlement on the CCEE 11 Distribution Net distribution revenue was R$1,145.4 million Net Revenue by Class - Captive R$ MM - 3Q09 in the quarter, 6.8% below net revenue in Others 14% 3Q08. Despite the 0.9% growth in captive Residential 44% market consumption, the reduction in revenue was affected by the end of regulatory asset referring to Parcel A billing in last June, while C ommercial 32% Industrial 10% in 3Q08 the impact on net revenue was nearly R$47 million. It is worth noting that the end of Parcel A billing has no effect on the result, Electric Energy Consumption GWh - Captive 3Q09 since it was offset by the amortization of purchased energy. Another factor that Others 18% Residential 40% contributed to the reduction in revenue was the drop in energy and demand contracted by free customers due to the economic slowdown on their operations. Residential and Commercial 32% Industrial 10% commercial accounted represent participation of 76% of captive market revenue. The distribution company’s net revenue in 9M09 totaled R$3,718.7 million, up 0.6% year-onyear. It is worth mentioning that, as the market approved by Aneel in the tariff adjustment process did not take into consideration the energy and demand of CSN, Valesul and CSA due to their planned migration to the core network, any variation in the market of these customers will have a neutral effect on the distribution company’s total revenue. Given the lower than expected consumption of CSN and Valesul in the first nine months of 2009, a regulatory asset was formed and distributed among other revenue lines, which fully offsets this reduction. Generation Net revenue in the quarter was R$74.3 million, 1.2% higher than in 3Q08. This increase was largely due to the adjustment of energy sale contracts for inflation and to the migration of part of the non-contracted energy from the ACR to the ACL for a higher price. In 9M09, net revenue was R$219.5 million, 2.9% lower than in 9M08 as a result of the lower secondary energy sales volume on the Free and Regulated Contract markets, which together dropped by 1.9%. Trading and Services 12 Net revenue in the quarter was R$ 21.5 million, up 7.3% over 3Q08. This increase is primarily the result of this quarter’s 22.1% rise in the volume of trading sales when compared to 3Q08. In 9M09, net revenue decreased 12.1% in comparison to 9M08 mainly due to the 68.7% reduction in the recorded CCEE average energy price (spot) in relation to the same period of 2008. Costs and Expenses Consolidated Consolidated Operating Costs and Expenses In the third quarter of 2009, operating costs and expenses were in line with those recorded in 3Q08 largely due to the increase in non-manageable distribution costs and expenses, offset by the reduction in manageable costs and expenses. Operating Costs and Expenses (R$ MM) Distribution Generation Comercialization Others and Eliminations Consolidated 3Q09 (986.0) (25.7) (17.2) 10.9 (1,018.0) 3Q08 (981.6) (29.2) (20.2) 15.4 (1,015.7) (%) 0.5% -12.0% -15.2% -29.3% 0.2% 9M09 9M08 (3,205.7) (90.4) (48.1) 32.9 (3,311.2) (3,071.6) (90.2) (55.0) 59.7 (3,157.0) Var. % 4.4% 0.3% -12.7% -44.9% 4.9% 13 Distribution In 3Q09, costs and expenses of the energy distribution business grew 0.5% over 3Q08, as shown in the table below. This growth was driven by a 2.2% increase in non-manageable, passthrough costs and expenses in the tariff in spite of a 4.2% decline in manageable costs and Costs and Expenses (R$ MM) Non-Manageable Costs and Expenses Energy Purchase costs Purchased Energy Formation Energy CVA Costs with charges Charges Formation Charges CVA Amortization CVA Others (Mandatory Costs) Manageable Costs and Expenses PMSO Personnel Material Outsourced Services Others Provisions Depreciation Total Costs and Expenses 3Q09 (729.0) (603.8) (639.8) 36.0 (130.7) (144.8) 14.1 9.2 (3.7) (257.0) (119.9) (42.6) (3.4) (59.0) (14.9) (67.0) (70.1) (986.0) 3Q08 (713.2) (551.8) (534.1) (17.7) (107.1) (138.7) 31.6 (48.8) (5.5) (268.3) (123.0) (42.5) (3.2) (67.0) (10.2) (74.7) (70.7) (981.6) (%) 2.2% 9.4% 19.8% 22.0% 4.4% -55.3% -32.5% -4.2% -2.5% 0.1% 5.2% -11.9% 45.6% -10.2% -0.8% 0.5% 9M09 (2,419.8) (1,931.5) (2,097.5) 166.0 (402.1) (431.0) 29.0 (71.4) (14.8) (785.9) (358.3) (136.0) (10.3) (174.2) (37.8) (217.6) (210.1) (3,205.7) 9M08 Var. % (2,225.2) 8.7% (1,764.6) 9.5% (1,752.3) 19.7% (12.2) (325.9) 23.4% (414.3) 4.0% 88.4 -67.3% (119.4) -40.2% (15.4) -4.3% (846.4) -7.1% (367.0) -2.4% (136.9) -0.7% (10.3) 0.1% (186.2) -6.5% (33.6) 12.6% (262.1) -17.0% (217.3) -3.3% (3,071.6) 4.4% expenses. Non-Manageable Costs and Expenses Purchased Energy - R$ MM 9 Months In the third quarter of 2009, non-manageable costs and expenses amounted to R$729.0 million, up 2.2% 2,098 1,752 year-on-year. Energy purchase costs rose 9.4% 23.4% 21.5% compared to 3Q08, due to the increase in energy 32.6% costs approved in the latest tariff adjustment. 41.1% 34.2% 40.3% 9M08 AUCTIONS Expenses related to purchased energy rose 19.8% NORTE FLU 9M09 ITAIPU SPOT chiefly as a result of: (i) the Itaipu dollar tariff adjustment by approximately 10% in January 2009, combined with the dollar’s 8.2% variation Purchased Energy - GWh 9 Months considering the average rates between the two quarters; (ii) TPP Norte Fluminense (Norte Flu) 20.8% average price increase reflecting the higher compensatory surcharge for gas (gas CVA) impacted by the dollar’s appreciation; (iii) the approximately 1% 19,353 3% 22% 20,027 3% 21% 25% 24% 49% 51% 2% 6.4% increase in auction contracts in Nov/08 affected by 6.0% inflation in the period (IPCA - Nov07 to 9M08 AUCTIONS 9M09 NORTE FLU ITAIPU SPOT PROINFA Oct/08) and the introduction of new products in the 1st and 2nd thermal (T-15) and hydro (H-30) energy auctions; and (iv) the energy purchase in the 2009 adjustment auction (Mar/09 to Dec/09), whose cost this quarter was R$145.7/MWh. The average purchased energy cost excluding spot purchases increased 18.1% from R$90.5/MWh in 3Q08 to R$106.9/MWh in 3Q09. 14 Charges grew 22.0% in 3Q09 over 3Q08, chiefly due to thermoelectric plant dispatch in 2008 that resulted in increased System Service Charges (ESS) for distribution companies. In 9M09, non-manageable costs and expenses totaled R$2,419.8 million, increasing 8.7% yearon-year. Energy purchase costs rose 9.5% over 9M08 as the combined effect of approved increased energy purchase costs and the greater volume of purchases this year. Charges increased 23.4% between the periods. Manageable Costs and Expenses Manageable operating costs and expenses (personnel, materials, outsourced services, provisions, depreciation and others) totaled R$257.0 million in 3Q09, a 4.2% drop between the periods. This result is mainly explained by lower expenses with third-party services and provisions, down 11.9% and 10.2%, respectively, over 3Q08. Costs and expenses with staff, equipment, services and others (PMSO) amounted to R$119.9 million in 3Q09, down 2.5% over the R$123.0 million recorded in 3Q08. This result was mainly driven by the 11.9% decrease in expenses with third-party services, especially consulting services, totaling R$8.0 million. This quarter, provisions for contingencies and others (PDD) totaled R$67.0 million, down 10.2% year-on-year, mostly due to constitution of a R$34.5 million non-recurring provision related to an adjustment in the calculation of the provision for past-due installment payments. In 3Q09, we provisioned R$57.9 million for past due accounts, representing 3.4% of gross billed energy, versus R$81.0 million or 4.7% of gross billed energy in 3Q08, impacted by the aforementioned non-recurring provision. From January to September 2009, manageable operating costs and expenses totaled R$785.9 million, a 7.1% drop compared to the same period of 2008, showing that the Company continues to seek high productivity indexes. Generation In 3Q09 Light Energia’s costs and expenses were R$25.7 million, 12.0% lower than in 3Q08. This reduction was mainly driven by the 37.8% fall in CUSD/CUST (use of the distribution/transmission system) costs due to the end of the collection of charges for core network use as of July, which totaled R$3.9 million in 3Q08. Costs and expenses in 3Q09 were as follows: CUSD (use of the distribution system, 26.4%), personnel (16.0%), materials and third-party services (12.8%), others and depreciation (44,7%). In 3Q09, the PMSO cost per MWh was R$10.87/MWh, while in 3Q08 this cost was R$10.17/MWh. 15 In 9M09, Light Energia’s costs and expenses were R$90.4 million, at the same level of those recorded in the same period last year. Operating Costs and Expenses - R$ MM Personnel Material and Outsourced Services Purchased Energy (CUSD) Depreciation Others (includes provisions) Total 3Q09 (4.1) (3.3) (6.8) (6.0) (5.5) (25.7) 3Q08 (4.3) (2.8) (10.9) (6.2) (5.0) (29.2) (%) -3.8% 17.5% -37.8% -3.0% 10.2% -12.0% 9M09 (13.0) (9.9) (30.1) (18.2) (19.2) (90.4) 9M08 (13.8) (9.0) (31.8) (18.8) (16.8) (90.2) Var. % -5.8% 10.1% -5.3% -3.2% 14.3% 0.3% Trading and Services In 3Q09, costs and expenses totaled R$17.2 million, 15.2% below those recorded in the same period last year. That decline resulted primarily from the cost of purchased energy, which dropped 28.8% percent year-on-year, due to: (i) recognition in 3Q08 of R$4.2 million in purchased energy costs associated with revenues from sales recorded in 2Q08 and (ii) lower CCEE energy prices (spot) in the period, more than offsetting the need to increase purchased energy volume to meet the demands of the distribution company’s contracts. In 9M09, costs and expenses totaled R$48.1 million, a 12.7% reduction compared to 9M08, especially due to the 24.4% fall in energy purchase costs in the period, a reflection of the reduction in the spot price amounts in relation to the same period of 2008. Operating Costs and Expenses - R$ MM Personnel Material and Outsourced Services Purchased Energy Depreciation Others (includes provisions) Total 3Q09 (0.2) (3.9) (12.7) (0.2) (0.2) (17.2) 3Q08 (0.5) (1.6) (17.9) (0.2) (0.1) (20.2) (%) -63.6% 148.8% -28.8% -26.1% 71.9% -15.2% 9M09 (1.1) (8.2) (37.9) (0.5) (0.4) (48.1) 9M08 (1.4) (2.6) (50.2) (0.6) (0.3) (55.0) Var. % -22.7% 217.8% -24.4% -26.0% 46.4% -12.7% 16 EBITDA Consolidated Consolidated EBITDA dropped 22.8% year-on-year, totaling R$277.3 million in the third quarter of 2009. This result is mainly due to the reduction in the distribution company’s EBITDA, a reflection of the November 2008 tariff adjustment process combined with the decreased consumption that particularly affected the demand of customers from the industrial segment. The consolidated EBITDA margin fell 5.0 p.p. between the periods from 27.7% in 3Q08 to EBITDA - 3Q09/3Q08 - R$ mn 359 (89) (1) 8 277 Provisions EBITDA - 3T09 -22.8% EBITDA - 3T08 Net Revenue Manageable Costs (PMSO) 22.7% this quarter. In 9M09, EBITDA stood at R$847.5 million, down 14.5% compared to 9M08. The EBITDA margin for the nine-month period was 21.6%. The share of the distribution segment EBITDA in the consolidated EBITDA was 82.0% in 9M09. The generation and trading segments were responsible for 16.7% and 1.2% of consolidated EBITDA, respectively. Consolidated EBITDA- R$ MM Distribution Generation Commercialization Others and eliminations Total Margem EBITDA (%) EBITDA per segment * 9M09 3Q09 3Q08 Var.% 9M09 229.5 317.7 -27.7% 723.1 Distribution 54.682.0% 50.4 8.3% 147.3 4.5 0.0 10.9 (11.4) (8.8) 29.5% (33.8) 277.3 359.4 -22.8% 847.5 Generation 22.7% 27.7% 21.6% Trading 16.7% 9M08 843.0 154.7 12.2 (19.2) 990.7 25.3% Var.% -14.2% -4.8% -10.2% 75.9% -14.5% - 1.2% 17 Distribution The distribution company’s EBITDA in 3Q09 totaled R$229.5 million, 27.7% below the same period last year. This result may be explained mainly by: (i) the reduction in the regulatory EBITDA resulting from the latest tariff adjustment, approved in November of 2008 whereby the scale gains obtained during the first cycle (2003 to 2008) are fully passed through to consumers; and (ii) the reduction in consumption and demand of free customers, which affected the revenue for the quarter. As a result, the EBITDA margin in 3Q09 was 20.0%, 5.8 p.p. lower than that of 3Q08. In 9M09, EBITDA was R$723.1 million, down 14.2% compared to the same period of 2008, with a 19.4% margin. This reduction is chiefly the result of the market contraction as from the second quarter and the effect of the tariff adjustment conducted in November 2008. Generation Light Energia’s EBITDA grew 8.3% year-on-year, totaling R$54.6 million in 3Q09. This increase resulted primarily from the 37.8% drop in CUSD/CUST (use of distribution/transmission system) costs due to the elimination of the core network usage fee as of July, which totaled R$3.9 million in 3Q08. The EBITDA margin this quarter was 73.5%, 4.8 p.p. higher than in 3Q08. In 9M09, EBITDA was R$147.3 million, contracting 4.8% compared to 9M08 as a result of the 2.9% reduction in net revenue, resulting from the decision to allocate a larger volume of energy to the second quarter combined with the 68.7% reduction in average energy price (spot) between the periods. The EBITDA margin in the first nine months of the year was 67.1%, down 1.3 p.p. compared to 9M08. Trading and Services EBITDA in 3Q09 came to R$4.5 million, compared to the negative R$33 thousand recorded in 3Q08, a figure that resulted from recording R$4.2 million in purchased energy costs in that period separately from revenues from the sale of that energy, which took place the previous quarter. EBITDA margin in 3Q09 stood at 21.0%. In 9M09, EBITDA was R$10.9 million, 10.2% below that of 9M08 due to the 12.1% drop in net revenue, largely impacted by the 68.7% reduction in the recorded CCEE average energy price (spot) in relation to the same period of 2008, despite the 12.5% decrease in costs and expenses excluding depreciation. The EBITDA margin in 9M09 was 18.7%, 0.4 p.p. above that of 9M08. 18 Consolidated Financial Result Financial Result - R$ MM Financial Revenues Income - financial investments Monetary and Exchange variation Swap Operations Others Financial Revenues Financial Expenses Interest over loans and financing Monetary and Exchange variation Braslight (private pension fund) Swap Operations Others Financial Expenses Subtotal PIS/COFINS Provisions Reversal Total 3Q09 42.3 17.2 3.5 (1.8) 23.3 (94.2) (52.4) (17.2) (22.3) (3.6) 1.3 (51.9) 3Q08 56.2 21.1 7.6 2.9 24.6 (160.6) (55.2) (65.6) (38.7) 6.5 (7.6) (104.4) - - (51.9) (104.4) (%) -24.8% -18.4% -53.6% -5.3% 41.3% 5.2% 73.8% 42.4% 50.3% 9M09 127.8 45.1 24.5 (10.0) 68.3 (216.0) (151.5) (27.3) (42.8) (6.1) 11.7 (88.2) 50.3% 9M08 205.6 46.5 34.2 4.5 120.4 (405.2) (156.1) (93.2) (125.0) (2.2) (28.8) (199.7) (%) -37.8% -3.0% -28.5% -43.3% 46.7% 2.9% 70.7% 65.8% -184.5% 55.8% - 432.4 - (88.2) 232.7 - The 3Q09 financial result came to negative R$51.9 million, a 50.3% improvement compared to the negative R$104.4 million recorded in the 3Q08. Financial revenues totaled R$42.3 million, down 24.8% year-on-year, influenced primarily by: (i) lower yield on financial investments caused by the drop in the CDI rate between the periods; (ii) currency variation on additional Parcel A costs for the rationing period, whose amortization ended in June of 2009, and (iii) variation in the swap result, attributable to the real’s appreciation against the dollar and the reduction in foreign exchange exposure. Financial expenses in 3Q09 totaled R$94.2 million, down 41.3% over 3Q08, largely due to: (i) the R$24.1 million decrease in the exchange rate variation due to the Brazilian real’s devaluation in 3Q08; (ii) the decreased monetary restatement of Braslight’s4 liabilities as a result of a lower inflation rate (IPCA in 3Q09 and IGP-DI in 3Q08), to which the balance of our debt is indexed. This quarter’s adjustment index was 0.75% compared to 2.64% in 3Q08; and (iii) the Present Value Adjustment of long-term receivables, in other financial expenses, which in 3Q08 was negative R$9.5 million and in 3Q09 was positive R$4.6 million. The year-to-date financial result came to negative R$88.2 million, compared to a positive financial result for the same period in 2008, due to the non-recurring effect of the reversal of provisions for the expansion of the PIS/COFINS calculation base that had a positive impact of R$432.2 million in 2Q08. Excluding that effect, the result for that period would have been negative R$199.7 million. When the non-recurring PIS/COFINS effect is excluded, the recurring 9M09 financial result is 55.8% higher than the 9M08 result. 4 Until May 2009 these were adjusted according to the IGP-DI variation (with a one month lag) and actuarial interest of 6% p.a. Since June of 2009, they have been adjusted according to the IPCA (Extended Consumer Price Index, with a one month lag) as a replacement to the IGP-DI. 19 Indebtedness R$ MM Brazilian Currency Debenture 1st Issue Debenture 4th Issue BNDES Rationing Debenture 5th. Issue CCB Bradesco ABN Amro Promissory Notes Financial operations "Swap" Others Foreing Currency National Treasury Import Financing BNDES Import Fin. Gross Debt Cash Net Debt (a) Braslight (b) Net Regulatory Asset (c) Adjusted Net Debt (a+b-c) Short Term 311.7 7.8 0.0 73.9 10.0 84.3 51.0 80.7 1.2 2.7 21.6 17.5 3.3 0.8 % 13.0% 0.3% 0.0% 3.1% 0.4% 3.5% 2.1% 3.4% 0.0% 0.1% 0.9% 0.7% 0.1% 0.0% Long Term 1,971.0 333.2 13.9% 2,065.6 0.1 886.7 295.4 330.5 450.0 4.7 3.7 94.6 93.9 0.7 94.5 -6.6 910.5 267.5 % Total 69.9% 2,282.7 7.8 0.0% 0.1 37.0% 960.6 305.4 13.8% 414.8 18.8% 501.0 80.7 0.2% 5.9 0.2% 6.4 3.9% 116.2 3.9% 111.4 0.0% 4.0 0.8 % 95.2% 0.3% 0.0% 40.0% 12.7% 17.3% 20.9% 3.4% 0.2% 0.3% 4.8% 4.6% 0.2% 0.0% 86.1% 2,398.8 903.1 1,495.7 1,005.0 260.9 2,239.9 100.0% The Company’s gross debt on September 30, 2009 was R$2,398.8 million, up 8.2% compared to the figure on June 30, 2009, mainly as a result of the funds raised with debentures in the amount of R$300 million in 3Q09, and of the amortization of promissory notes in the amount of R$100 million. Compared to the position on September 30, 2008, the Company’s gross debt rose 9.7%, corresponding to a variation of R$211.8 million. This growth is mainly the result of R$532.0 million in new Net Debt (ex-Braslight) (R$ million) debt contracted in the last 12 months, whose primary 1,647 purpose was to finance investment projects. Considering amortizations of approximately R$141 million in the period, 1,496 1,321 net funds raised totaled R$391 million. Sep-08 The R$1,495.7 million net debt dropped 9.2% compared to June of 2009 due to the Company’s strong cash Jun-09 Sep-09 Indebtedness (Brazilian Currency x Foreign) 7.0% 5.1% 4.8% 93.0% 94.9% 95.2% Sep-08 Jun-09 generation, directly impacted by the high funding levels. On the other hand, net debt rose 13.2% compared to September of 2008 mainly as a consequence of the payment of dividends in April of 2009 in the amount of Brazilian Currency Sep-09 Foreign Currency R$407.9 million. The net debt/EBITDA ratio decreased from 1.2x in June 2009 to 1.1x in September 2009. Our debt position continues to be comfortable, with an average term to maturity of 3.8 years and a downward trend in the average cost of real-denominated debt, which was 0.3 p.p. cheaper than in June 2009, now at 10.1% p.a. The average cost of foreign currency debt of US$+5.3% p.a. remained stable when compared to June 2009. At the end of September, only 4.8% of total debt was denominated in foreign currency, and considering the effect of foreign currency 20 hedging operations our net exposure decreases to 2.8% of the total, a drop of 1.0 p.p. in relation to June of 2009. Our hedge policy consists of protecting the cash flow falling due within the next 24 months (principal and interest) through the use of non-cash swap instruments with premier financial institutions. Net Income Light posted net income of R$67.4 Net Income 3Q09 million this quarter, down 67.0% compared to 3Q08. This result is 204.0 94.4 mainly a result of the exchange 109.6 -11.4% 97.1 29.7 67.4 Net effect offshore exchange rate variation Net income 3Q09 rate variation on Light SESA’s liabilities with the offshore company LIR, which increased Net Income 3Q08 - Pro forma income and social contribution Net effect offshore exchange rate variation Net income 3Q08 - w/out non-recurring effects Net income 3Q09 - w/out non-recurring effects taxes by R$29.7 million in 3Q09 and reduced by R$94.4 million in Net Income Acumulated 688.8 285.4 recurring effects of both quarters, 49.5 353.9 2.9% 364.3 118.4 net income for 3Q09 would be 125.6 357.1 Net income 9M09 non- Net effect offshore exchange rate variation the Tax credits Disregarding Net income 3Q09 w/out nonrecurring effects 3Q08. Net income 3Q08 w/out nonrecurring effects Net effect offshore exchange rate variation graph to the right. PIS/COFINS - net effect in 3Q08, as demonstrated in the Net Income 9M08 - Pro forma R$97.1 million, 11.4% lower than Net income in 9M09 came to R$357.1 million, compared to R$688.8 million in 9M08. In addition to the above-mentioned nonrecurring effect that impacted both periods, the year-to-date result was also affected by the recognition of non-recurring tax credits, which had a positive impact of R$118.4 million in 9M09, in contrast with the non-recurring recognition of a reversal of provisions for the expansion of the PIS/COFINS calculation base in 9M08. Excluding those effects, net income in 9M09 would have been R$364.3 million, 2.9% higher than the 9M08 figure. Capital Expenditures CAPEX (R$ MM) In 9M09, the Company invested R$352.8 million in investment projects, including the development of distribution networks (new connections, 375.3 capacity 22.2 0.2 18.3 352.8 29.4 2.3 20.8 increases and repairs), totaling R$93.9 million, and quality improvements preventive (structural maintenance), which optimization absorbed and 334.7 300.2 R$48.2 million; and loss-prevention initiatives totaling R$111.1 9M08 Distribution Administration 9M09 Generation Commercial. 21 million. In the generation segment, investments totaled R$20.8 million, chiefly allocated to maintenance of the existing generation complex. Investments in property, plant and equipment totaled R$428.3 million in 9M09, including the financial charges originating from the Company’s loans with financial institutions, the accounting effect of monetary restatement of use of public property from the Itaocara Plant, provided for in the Plant’s concession agreement, and materials in inventory that have not yet been activated. Projects for Expansion of the Generation Capacity 3Q09 was marked by the following events related to the development of projects for expansion of Light’s generation capacity: On October 29, 2009 the contract for the construction of Paracambi SHPP was signed with the EPC consortium comprised of the companies Orteng Equipamentos e Sistemas Ltda and Construtora Quebec Ltda. The total cost of this project, which was approved at the Board of Directors Meeting on August 7, is approximately R$195 million, and a service order for construction has already been generated, with commercial operations expected to begin in August of 2011. Also in October, Light entered into an agreement with BNDES Carta-Consulta to finance up to 70% of the investment in the Paracambi SHPP, and bank approval of the final terms is expected by the end of 2009. Bids have been requested to choose the company that will build the supply system for the Lajes SHPP, and construction is expected to start in November. In addition to these projects, the Company is considering participation in other generation projects, which together ensure the increase of installed generation capacity by at least 50%; Light is considering participating in the wind energy auction to be held in December. This clean energy source is consistent with the Company’s established sustainability criteria. 22 Cash Flow R$ MM Cash in the Beginning of the Period (1) Net Income Provision for Delinquency Depreciation and Amortization Net Interests and Monetary Variations Braslight Atualization / provisions reversal Others Net Income Cash Basis Working Capital Regulatories (RTE, CVA e Bubble) Contingencies Taxes Others Cash from Operating Activities (2) Dividends Payment Finance Obtained Debt Service and Amortization Financing Activities (3) Share Participations Concession Investments Assets Alienation Investment Activities (4) Cash in the End of the Period (1+2+3+4) Cash Generation (2+3+4) 3Q09 569.6 67.4 57.9 76.3 68.4 22.3 11.3 20.0 323.6 (31.2) (5.8) (2.9) 101.0 (20.9) 364.0 300.0 (182.0) 118.0 (149.1) 0.6 (148.5) 903.1 333.5 3Q08 442.6 204.0 81.0 77.0 92.0 38.7 (6.4) (2.9) 483.4 (11.5) (1.7) (27.2) 25.4 (7.2) 461.4 174.1 (63.7) 110.4 (148.9) (148.9) 865.5 422.9 9M09 590.1 357.1 184.6 228.7 157.1 42.8 34.8 29.7 1,034.8 (140.2) 83.6 (54.9) 158.2 (59.9) 1,021.6 (407.9) 423.9 (343.6) (327.6) (388.6) 7.6 (381.0) 903.1 313.0 At the end of September, Light’s cash position stood at R$903.1 million, up from its position at the end of the same period of 2008. Cash generation for the period was R$333.5 million, driven primarily by the operational result of R$364.0 million and the financial activities that added another R$118.0 million. That result was primarily due to the lower year-on-year cash basis net income recorded in 3Q09, which in turn resulted primarily from the impact of exchange variation on Light SESA’s debt related to LIR offshore. The variation in the tax line was due mainly to the adjustment in provisioning between ICMS recoverable and payable affecting this quarter and provisioning in IR recoverable on the LIR result. The net result between financing obtained and loan and financing payments remained in line with previous semesters. Net cash used in investing activities in the quarter remained at the same level in relation to the same period of 2008. Corporate Governance and the Capital Markets 23 On September 30, 2009, the capital stock of Light S.A. was comprised of 203,934,060 common shares with no par value. The controlling group, Rio Minas Energia (RME), retains 52.1% of the Country´s biggest individual electricity distributor Andrade Gutierrez Group´s division that invests in public services concession CEMIG Companhia Energ ética de Minas Gerais AGC Andrade Gutierrez Concessões 25% Brazilian private investors group (includes Brasligt) LUCE LUCE do Brasil Fundo de Investimento em Participações 25% Holding that controls CEMAR. EQUATORIAL Equatorial Energia 25% 25% RME Rio Minas Energia Participa ções S.A. 52.1% Free Float : 47.9% 24.4% BNDESPAR LIGHT S.A. 23.5% MARKET capital stock. On July 14, 2009, Light S.A. held a public stock offering consisting of 29,470,480 shares. Of that total, 16,079,135 shares were held by BNDESPar and 13,391,345 shares belonged to EDF. On August 11, 2009, Banco Itaú BBA, which coordinated the offering, fully exercised the option to acquire an over-allotment of 2,700,000 shares held by BNDESPar. Therefore, the total number of shares offered was 32,170,480, of which 18,779,135 shares belonged to BNDESPar and 13,391,345 shares belonged to EDF. The total number of shares sold represented 15.8% of the Company’s capital stock. The Company's shares have been listed on Bovespa's Novo Mercado since July of 2005, adhering to the best corporate governance practices and the principles of transparency and equity, in addition to granting special rights to minority shareholders. Light S.A.’s shares are listed on the Ibovespa, Itag, IGC, IEE, IBrX and ISE indexes. Light’s Board of Directors is composed of 11 members, 2 of whom are elected independently. The following five committees support the Board of Directors: Finance, Management, Audit, Human Resources, and Governance and Sustainability. At its November 6, 2009 meeting, the board of directors approved a dividend payment of R$94,729,799.90, equal to R$0.46 per share, based on the profit reserve account balance as of December 31, 2008, generating a dividend yield of 1.79% relative to the closing balance on November 6, 2009. Ex-dividend trading of the shares will begin on November 9, 2009. Taken together, the first dividend distribution of R$2.00 per share effected April 2, 2009, and the 24 second payment of R$0.45 per share scheduled for November 27, 2009, represent a total dividend yield of 11.49% and a 62.7% payout of the net income for the 2008 fiscal year. In late July, 2009, Light SESA finalized its sixth issue of non-convertible debentures, as approved at the general shareholders meeting held on May 27, 2009. The issue totaled R$300 million and has a return rate of 115% of the CDI, as set forth in the book building process. The proceeds from the issue will be used primarily for early redemption of R$100 million in promissory notes issued by Light SESA, in addition to reinforcing the Company’s working capital. The general shareholders meeting held September 2, 2009 voted to approve a new version of Light S.A.’s bylaws, which included changes to Articles 12, 13 and 14, as well as the addition of Article 15, which specifies the requirements and duties of the board of executive officers. At the end of the quarter, Light’s stock had depreciated 8.3%, with an average daily trading volume of R$27.7 million, four times higher than that of 2Q09. The IEE (Bovespa’s Electric Power Index) was up 9.3% in the same period. The graph below shows the performance of Light’s stock since RME took control on August 10, 2006. BOVESPA (spot market) - LIGT3 Daily Average Number of shares traded (Million) Number of Transactions Traded Volume (R$ Million) Quotation per lot of 1000 shares: Share Valuing IEE Valuing Ibovespa Valuing 3Q09 1,123.8 1,587 $27.7 $24.7 -8.3% 9.3% 19.5% 2Q09 286.3 691 $6.9 $27.0 21.5% 6.6% 25.8% 3Q08 248.6 483 $5.8 $23.7 3.0% -14.5% -23.8% 25 Au Seg-0 O p- 6 N ct-006 o D v-06 e Jac-06 Fe n-06 M b- 7 a 0 A r-07 M pr - 7 a 0 Ju y-07 J n-07 Auul-07 Seg-07 O p- 7 N ct-007 o D v-07 e Jac-07 Fe n-07 M b- 0 8 a A r- 8 M pr-08 a 0 Ju y-08 8 J n-0 Auul-08 Seg- 8 0 O p-08 N ct-08 Dov- 8 e 0 Jac-08 F e n- 8 M b-009 a A r- 9 M pr-09 a 0 Ju y-09 9 J n-0 Auul-09 Seg- 9 0 O p-09 ct 9 -0 9 10/08/06 = 100 until 30/10/09 Light x Ibovespa x IEE 260 240 R$/share 08/10/06 11.67 10/30/09 24.57 2008 IEE -12% IBOV -41% LIGT3 -14% 2009 IEE 44% IBOV 64% LIGT3 24% 220 200 111% Light 180 160 85% IEE 65% Ibovespa 140 120 100 80 26 Recent Events “Best Companies for Shareholders 2009” Award: On October 14, 2009, Light placed third in its market value category (R$5 billion to R$15 billion) in Capital Aberto magazine’s “Best Companies for Shareholders 2009” award. The purpose of the award is to recognize companies that stood out in terms of the following criteria from June of 2008 to June of 2009: liquidity, economic result, stock appreciation, corporate governance and sustainability. BNDES financing approved: In its meeting held on October 16, 2009, the Board of Directors approved the following: (i) a total of R$541 million in BNDES financing for the 2009-2010 Investment Plan for Light SESA and Light Energia, (ii) R$533 million in BNDES financing for Light Esco through a special Proesco financing line for implementation of its energy efficiency project. Tariff Review: New energy tariffs resulting from the Company’s second tariff review cycle take effect November 7, 2009. On October 13, 2009, ANEEL granted final approval of the review. The ANEEL review resulted in the following: (i) the tariff repositioning index was set at 2.06%, (ii) the reference company now has R$583 million, (iii) annual investments have been reduced to R$364 million, (iv) non-technical losses, previously calculated over the grid load, will now be figured on the low voltage market, with a downward trend expected through the end of the tariff cycle. The new starting point for non-technical losses is 38.98% and the final point is 31.82% of the low voltage market. Tariff Readjustment: On November 4, 2009, ANEEL approved a 5,65% average readjustment of Light’s tariffs for the period beginning November 7, 2009. The readjustment affects all client types (residential, industrial, commercial and others). The readjusted rate, applicable to tariffs between November 7, 2009, and November 6, 2010, is comprised of two components: the structural component, comprised of the tariff, newly adjusted by 0,88%; and the financial component, which is valid for the period of one year, which was adjusted positive of 4,77%. See Appendix VI “NEW REFIS” Application: On November 6, 2009, the Board of Directors approved the application of Light Serviços de Eletricidade S/A to the “New Refis”, as set by Law 11,941/2009, resulting on the installment of fiscal debts up to 180 months. Disclosure Program 27 Schedule Teleconference 11/12/2009, Thursday, at 2:00 p.m. (Brasília) and at 11:00 a.m. (Eastern time), with simultaneous translation to English Access conditions: Webcast: link on site www.light.com.br (portuguese and english) Conference Call - Dial number: Brazil: (55) 11 - 2188 0188 USA: +1 866 890 2584 Other countries: (55) 11 - 2188 0188 Access code: Light Disclaimer The information on the Company’s operations and its Management’s expectations regarding its future performance was not revised by independent auditors. Forward-looking statements are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of our Management and on information currently available to the Company. Statements about future events include information about our intentions, beliefs or current expectations, as well as those of the Company's Board of Directors and Officers. Reservations related to statements and information about the future also include information about operating results, likely or presumed, as well as statements that are preceded by, followed by, or including words such as "believes," "might," "will," "continues," "expects," "estimates," "intends," "anticipates," or similar expressions. Statements and information about the future are not a guarantee of performance. They involve risks, uncertainties and assumptions because they refer to future events, thus depending on circumstances that may or may not occur. Future results and creation of value to shareholders might significantly differ from those expressed or suggested by forward-looking statements. Many of the factors that will determine these results and values are beyond LIGHT S.A.'s control or forecast capacity. 28 APPENDIX I Statement of Income by Company - R$ million LIGHT SESA Operating Revenue Deductions from the operating revenue Net operating revenue Operating expense Operating result EBITDA Equity equivalence Financial Result Other Operating Incomes Other Operating Expenses Result before taxes and interest Net Income EBITDA Margin 3Q09 1,856.6 (711.2) 1,145.4 (986.0) 159.4 229.5 (52.2) 6.2 (1.2) 112.3 41.8 20.0% 3Q081 1,908.1 (679.5) 1,228.6 (981.6) 247.0 317.7 (80.6) 2.2 (4.2) 164.4 196.8 25.9% % -2.7% 4.7% -6.8% 0.5% -35.5% -27.7% 35.2% 178.4% -72.8% -31.7% -78.8% - 9M09 6,080.3 (2,361.6) 3,718.7 (3,205.7) 513.0 723.1 (88.3) 13.8 (6.3) 432.3 296.6 19.4% 9M081 5,840.9 (2,143.6) 3,697.3 (3,071.6) 625.8 843.0 269.6 18.7 (8.5) 905.5 630.4 22.8% % LIGHT ENERGIA Operating Revenue Deductions from the operating revenue Net operating revenue Operating expense Operating result EBITDA Equity equivalence Financial Result Other Operating Incomes Other Operating Expenses Result before taxes and interest Net Income EBITDA Margin 3Q09 79.8 (5.5) 74.3 (25.7) 48.6 54.6 (4.3) 1.1 45.4 29.8 73.5% 3Q08 83.6 (10.1) 73.4 (29.2) 44.2 50.4 (24.0) 20.2 13.2 68.7% % -4.5% -46.2% 1.2% -12.0% 9.9% 8.3% 81.9% 124.4% 125.2% - 9M09 245.3 (25.8) 219.5 (90.4) 129.1 147.3 (5.7) 1.5 124.8 82.2 67.1% 9M08 257.6 (31.5) 226.1 (90.2) 135.9 154.7 (37.5) 98.5 64.6 68.4% % -4.8% -18.0% -2.9% 0.3% -5.1% -4.8% 84.7% 26.8% 27.2% - LIGHT ESCO 3Q09 3Q08 % 9M09 22.4 24.7 -9.6% 68.3 Operating Revenue (0.8) (4.7) -82.4% (9.8) Deductions from the operating revenue 21.5 20.1 7.3% 58.5 Net operating revenue (17.2) (20.2) -15.2% (48.1) Operating expense 4.4 (0.2) 10.5 Operating result 4.5 0.0 10.9 EBITDA Equity equivalence 0.2 0.1 0.6 Financial Result 44.4% Other Operating Incomes Other Operating Expenses 4.5 (0.0) 11.0 Result before taxes and interest 2.8 (0.1) 7.0 Net Income 21.0% 18.7% EBITDA Margin 1 Figures are presented pro forma as explained on exhibit V, where the adjustments are detailed 9M08 80.6 (14.0) 66.6 (55.0) 11.5 12.2 0.5 12.1 7.2 18.3% % -15.3% -30.4% -12.1% -12.7% -9.3% -10.2% 10.5% -8.5% -3.1% - 4.1% 10.2% 0.6% 4.4% -18.0% -14.2% -26.2% -26.5% -52.3% -53.0% - 29 APPENDIX II Statement of Consolidated Income Consolidated - R$ MM OPERATING REVENUE DEDUCTIONS FROM THE REVENUE NET OPERATING REVENUE OPERATING EXPENSE Personnel Material Outsourced Services Purchased Energy Depreciation Provisions Others (717.4) 9M09 6,327.1 9M08¹ 6,100.5 % 3.7% 3.3% (2,397.1) (2,189.1) 9.5% 0.5% % -2.8% 3Q08¹ 1,992.4 3Q09 1,936.5 (694.3) 1,219.1 1,298.0 -6.1% 3,929.9 3,911.3 (1,018.0) (57.8) (4.6) (65.4) (722.7) (76.3) (67.0) (24.3) (1,015.7) (54.6) (3.9) (70.8) (712.6) (77.0) (74.7) (22.1) 0.2% 5.8% 17.1% -7.7% 1.4% -0.9% -10.2% 10.0% (3,311.2) (182.5) (15.5) (188.1) (2,406.5) (228.7) (217.6) (72.2) (3,157.0) (169.5) (11.4) (197.5) (2,213.3) (236.4) (262.1) (66.8) 4.9% 7.7% 36.1% -4.8% 8.7% -3.2% -17.0% 8.1% OPERATING RESULT(¹) 201.0 282.4 -28.8% 618.7 754.3 -18.0% EBITDA (²) 277.3 359.4 -22.8% 847.5 990.7 -14.5% EQUITY EQUIVALENCE FINANCIAL RESULT Financial Income Financial Expenses Other Operating Incomes Other Operating Expenses - - - - (51.9) 42.3 (94.2) (104.4) 56.2 (160.6) 50.3% -24.8% -41.3% (88.2) 127.8 (216.0) 7.3 (1.2) 2.2 (4.2) 229.0% -72.8% 15.3 (6.3) RESULT BEFORE TAXES AND INTEREST 155.2 SOCIAL CONTRIBUTIONS & INCOME TAX DEFERRED INCOME TAX PLR (75.2) (9.8) (2.8) NET INCOME 67.4 175.9 3.1 29.1 (4.1) 204.0 - 232.7 205.6 27.1 18.7 (8.5) -37.8% -18.3% -26.5% -11.8% 539.6 997.2 -45.9% -30.9% (182.7) 17.2 (16.9) (142.7) (149.4) (16.3) 28.0% 3.8% -67.0% 357.1 688.8 -48.2% (¹) Operation Result, Administration vision = Operating Result, accounting norms (Item 1.9.7 of Notice CVM – 01/2007) + financials (net financial expenses + equity pick-up) (²) EBITDA = Operating Result, Administration vision + depreciation and amortization. Not reviewable by the external audit 30 APPENDIX III Consolidated Balance Sheet Consolidated Balance Sheet - R$ MM ASSETS Circulating Cash & Cash Equivalents Credits Inventories Others Non Circulating Realizable in the Long Term Miscellaneous Credits Others Investments Net Fixed Assets Intangible Deferred Charges Total Assets LIABILITIES Circulating Loans and Financing Debentures Suppliers Taxes, Fees and Contributions Dividends to pay Provisions Others Non Circulating Long-Term Liabilities Loans and Financing Debentures Provisions Others Outcome of future performance 9/30/2009 3,073.0 903.1 2,058.4 15.4 96.2 6/30/2009 2,851.0 569.6 2,102.9 20.0 158.4 6,420.9 1,909.6 1,427.0 482.7 6,347.1 1,906.4 1,449.6 456.8 19.1 4,222.6 269.6 0.0 18.8 4,150.7 271.2 0.0 9,494.0 9,198.1 9/30/2009 1,772.9 241.4 91.8 453.6 244.6 91.8 174.3 475.4 6/30/2009 1,738.0 253.9 79.0 469.0 178.1 91.8 162.1 503.9 4,530.0 4,530.0 883.4 1,182.2 1,017.4 1,447.0 4,346.7 4,346.7 980.3 903.8 1,014.5 1,448.0 - - Net Assets Realized Joint Stock Capital Reserve Legal Reserve Profits Retention Accumulated Profit/Loss of Exercise 3,191.0 2,225.8 52.7 103.8 451.7 357.1 3,113.5 2,225.8 42.5 103.8 451.7 289.7 Total Liabilities 9,494.0 9,198.1 31 APPENDIX IV Regulatory Assets and Liabilities REGULATORY ASSETS R$ MM Customers, Concessionaires and Permissionaires Tariff Readjustment Despesas Pagas Antecipadamente CVA Other Regulatories Part A Total Short Term 9/30/2009 6/30/2009 13.2 36.6 13.2 36.6 12.3 84.8 11.0 75.5 1.3 9.3 25.4 121.5 Long Term 9/30/2009 6/30/2009 269.6 229.7 269.6 229.7 269.6 229.7 REGULATORY LIABILITIES R$ MM Regulatory Liabilities Part A CVA Other Regulatories Total (32.1) (22.9) (8.2) (1.0) (32.1) TOTAL (71.6) (16.2) (49.6) (5.8) (71.6) (6.6) 49.9 (2.1) (2.1) (2.1) 267.5 (1.0) (1.0) (1.0) 228.7 Light Figures OPERATING INDICATORS Nº of Consumers (thousands) Nº of Employees Average distribution tariff - R$/MWh Average distribution tariff - R$/MWh (w/out taxes) Average energy purchase cost R$/MWh¹ Generation Capacity (MW) Assured Energy (MW) Net Generation (GWh) Charge Factor ¹ Includes net energy purchase/sell in the spot market 3Q09 3Q08 4,011 3,699 406.7 281.7 3,929 3,741 388.9 268.7 Var. % 2.1% -1.1% 4.6% 4.8% 105.3 90.5 16.4% 855 855 - 537 1,204 66.2% 537 1,133 66.3% 6.3% - 32 APPENDIX V According to CVM Rule 592, 3Q008 and 9M08 results are being re-presented to reflect the impacts of Law 11,638/07 for comparability with 3Q09 and 9M09 information. We are also presenting 3Q08 and 9M08 results with the reclassification of the costs and expenses referring to the employee profit sharing program (PLR) after determination of income tax. The reconciliation is as follows: Light S.A. (R$ MM) Published 3Q08 Operating Revenue Operating Revenue Deductions Net Operating Revenue Operating Expenses Reclassification PLR Adjust Law 11.638/07 1,992.4 1,992.4 (694.3) (694.3) 1,298.0 (1,014.0) Pro Forma 3Q08 1,298.0 4.1 (5.7) (1,015.7) Operating Result 284.0 282.4 EBITDA 364.0 359.4 56.2 (160.6) (104.4) 56.2 (160.6) (104.4) 2.2 (4.2) 2.2 (4.2) Financial Result Revenues Expenses Total Others Operating Revenues Others Operating Expenses Result before taxes IR/CS + Deferred PLR - Participations Net Income 177.5 175.9 30.3 207.8 1.9 (4.1) 32.2 (4.1) 204.0 33 Published 9M08 Operating Revenue Operating Revenue Deductions Net Operating Revenue Operating Expenses Reclassification PLR Adjust Law 11.638/07 Pro Forma 9M08 6,100.5 6,100.5 (2,189.1) (2,189.1) 3,911.3 3,911.3 (3,160.7) 16.3 (12.6) (3,157.0) Operating Result 750.6 754.3 EBITDA 995.2 990.7 Financial Result Revenues Expenses Total 205.6 27.1 232.7 205.6 27.1 232.7 Others Operating Revenues Others Operating Expenses 18.7 (8.5) Result before taxes 993.5 IR/CS + Deferred (296.4) PLR - Participations Net Income 18.7 (8.5) 997.2 4.3 (16.3) 697.1 (292.1) (16.3) 688.8 34 APPENDIX VI Tariff Readjustment 2009 ANEEL (Brazilian Electricity Regulatory Agency), in November 4, 2009 at a public meeting held on the date hereof, temporarily approved the average tariff readjustment of 5.65% applied for the period as of November 7, 2009, comprising all consumption segments (residential, industrial, commercial, rural and other). The readjustment index, valid for tariffs between November 7, 2009 and November 6, 2010, comprises the following two components: structural, which is now part of the tariff, of 0.88%; and financial, which is valid for the duration of this tariff, of 4.77%. Light 2009 Tariff Readjustment Structural TRI 0.88% Financial Additions 4.77% Total 5.65% The tariff readjustment process consists primarily of the transfer of non-manageable concessions costs (energy purchased for supply, sector charges and transmission charges) to end consumers, since these charges are calculated in detail on an annual basis, both in years of tariff readjustment and years of tariff revision. Regarding manageable costs, in years of tariff readjustment, (as per rules set forth in the concession agreements of distribution concessionaires), it varies according to the IGP-M decreased by Factor X, which aims to transfer to consumers the annual efficiency gains of the concessionaire. Manageable costs are calculated in detail only in years of Tariff Revision. In the case of Light, the 2nd Cycle of Periodic Tariff Revision took place, on a provisional manner, in 2008, and the definitive result was ratified in October 2009. The variation in Non-Manageable costs (IParcel A), including financial additions of 7.1%, occurred mainly due to increased charges, particularly PROINFA and Basic Network (“Rede Básica”), as well as to CVA energy related to the last 12-month period. Parcel B (manageable costs) reduced by 2.1%, mainly due to the reduction in the IGP-M. Tariffs were also impacted in 1.4% by subsidies determined by Law (Low Income, Special Consumers and Self-Producers). Light’s end consumers will observe an average 3.40% readjustment in their electricity bills as of November 7, due to the removal of tariffs of the financial adjustments related to the period between November 7, 2008 and November 6, 2009, associated to the recovery of tariff differences of past periods, which had a positive effect of 2.3% in that period’s tariff. 35 Light S.A. Report of independent auditors on special review of the Quarterly Financial Information (ITR) Quarter ended September 30, 2009 (A translation of the original report in Portuguese, as filed with the Brazilian Securities and Exchange Commission (CVM) containing quarterly information prepared in accordance with the regulations issued by CVM) 36 Review Report of Independent Auditors (A translation of the original report in Portuguese, as filed with the Brazilian Securities and Exchange Commission (CVM) containing quarterly information prepared in accordance with the regulations issued by CVM) To the Board of Directors and Shareholder’s of Light S.A. Rio de Janeiro - RJ 1. We have reviewed the accounting information included in the individual and consolidated Quarterly Information - ITR - of Light S.A. (“Company”) and its subsidiaries for the quarter ended September 30, 2009, comprising the balance sheet, the statements of income, of changes in shareholders’ equity and of cash flows, the explanatory notes, and the management report which are the responsibility of this management. 2. Our review was performed in accordance with the review standards established by the IBRACON - Brazilian Institute of Independent Auditors and the Federal Council of Accountancy - CFC, which comprised, mainly: (a) inquiries and discussions with the persons responsible for the Accounting, Financial and Operational areas of the Company and its subsidiaries, as to the main criteria adopted in the preparation of the Quarterly Information; and (b) reviewing information and subsequent events that have or may have material effects on the financial situation and operations of the Company and its subsidiaries. 3. Based on our review, we are not aware of any material changes that should be made to the accounting information contained in the Quarterly Information aforementioned for it to be in accordance with the accounting practices adopted in Brazil and the standards issued by the Brazilian Securities and Exchange Commission - CVM, applicable to the preparation of the Quarterly Information. 4. As described in Note 2, as a result of the changes to the accounting practices adopted in Brazil in 2008, the statements of income and of cash flows for the third quarter ended September 30, 2008, presented for comparison purposes, were restated, as provided for by NPC 12 - Accounting Practices, Changes in Accounting Estimates and Error Correction, approved by CVM Deliberation 506. 37 5. The financial statements of Fundação de Seguridade Social Braslight for the four-month period ended April 30, 2009, were examined by other independent auditors whose opinion, dated June 2, 2009, includes an emphasis paragraph regarding the balance of R$133,520 thousand related to tax credits arising from the Entity’s tax court case which was successful in obtaining a final and non-appeasable decision, which, according to the Management’s forecast, will allow them to utilize these credits to offset taxes payable in future years. The future realization of the credits is subject to the completion of the offset process with the Federal Tax Authority (Secretaria da Receita Federal), which the Entity suspended in September 2005. If the Entity does not complete the offset process, they may eventually record a provision for this asset. This asset, which guarantees the Entity’s actuarial reserves, was deducted from calculation of the subsidiaries’ actuarial deficit, as required by Resolution 371/00 of the Brazilian Securities and Exchange Commission - CVM. Consequently, in the event that a provision is recorded for this amount, Company’s liability may be proportionally adjusted. November 6, 2009 KPMG Auditores Independentes CRC SP-014428/O-6 F-RJ Vânia Andrade de Souza Accountant CRC RJ-057497-O-2 38 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS LIGHT S.A. BALANCE SHEETS ON SEPTEMBER 30, 2009 (In thousands of reais) ASSETS Notes CURRENT Cash and cash equivalents Consumers, concessionaires and permissionaires Recoverable taxes Inventories Receivables from swap transactions Dividends receivable Services Prepaid expenses Other receivables 4 5 6 27 7 8 NON-CURRENT ASSETS LONG-TERM ASSETS Consumers, concessionaires and permissionaires Recoverable taxes Escrow deposits Prepaid expenses Other receivables Investments Property, plant and equipment Intangible assets 5 6 7 8 9 10 11 Parent Company 9/30/2009 6/30/2009 Consolidated 9/30/2009 6/30/2009 2,378 679 91,770 22 154 95,003 3,632 660 91,770 47 136 96,245 903,115 1,270,919 691,202 15,357 404 95,875 15,756 80,397 3,073,025 569,637 1,306,261 716,982 20,024 2,320 77,380 91,195 67,228 2,851,027 3,189,616 3,110,703 6,420,928 6,347,099 152 152 151 151 303,785 1,123,175 193,558 280,373 8,728 1,909,619 306,097 1,143,478 208,575 239,504 8,728 1,906,382 3,189,443 21 3,284,619 3,110,552 3,206,948 19,098 4,222,642 269,569 9,493,953 18,807 4,150,722 271,188 9,198,126 39 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS LIGHT S.A. BALANCE SHEETS ON SEPTEMBER 30, 2009 (In thousands of reais) LIABILITIES Notes CURRENT Suppliers Payroll Taxes Loans, financing and financial charges Debentures and financial charges Dividends Payable Estimated Liabilities Regulatory charges - consumer contributions Provision for contingencies Pension plan and other employee benefits Other liabilities 12 SHAREHOLDERS' EQUITY Capital stock Profits reserve Capital reserve Retained earnings (accumulated losses) Consolidated 9/30/2009 6/30/2009 114 33 43 91,770 190 1,439 93,589 70 28 42 91,770 134 1,427 93,471 453,587 1,909 244,646 241,439 91,790 91,770 56,141 118,151 94,491 378,960 1,772,884 469,005 2,264 178,146 253,945 79,028 91,770 49,038 110,870 2,237 93,469 408,212 1,737,984 - - 4,530,039 4,346,665 12 13 14 6 16 18 17 - - 883,447 1,182,158 332,200 1,017,446 910,534 204,254 4,530,039 980,340 903,848 330,434 1,014,479 912,649 204,915 4,346,665 20 2,225,822 555,426 52,667 357,115 3,191,030 2,225,822 555,426 42,504 289,725 3,113,477 2,225,822 555,426 52,667 357,115 3,191,030 2,225,822 555,426 42,504 289,725 3,113,477 3,284,619 3,206,948 9,493,953 9,198,126 6 13 14 15 16 18 17 NON-CURRENT LIABILITIES LONG-TERM LIABILITIES Suppliers Loans, financing and financial charges Debentures and financial charges Taxes Provision for contingencies Pension plan and other employee benefits Other liabilities Parent Company 9/30/2009 6/30/2009 31 40 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS LIGHT S.A. INCOME STATEMENTS FOR THE PERIODS ENDED SEPTEMBER 30, 2009 AND 2008 (In thousands of reais) Notes OPERATING INCOME Electric Power Supply Electric Power Supply Other Revenues Deductions from operating revenues ICMS Consumer Charges PIS/COFINS Other 21 21 22 23 NET OPERATING REVENUE Parent Company 7/1/2009 to 9/30/2009 Parent Company 1/1/2009 to 9/30/2009 Parent Company 7/1/2008 to 9/30/2008 Parent Company 1/1/2008 to 9/30/2008 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ELECTRIC POWER COST Electric Power Purchased for Resale OPERATIONAL COST Personnel Material Outsourced services Depreciation and amortization Other 25 24 24 24 24 24 GROSS OPERATING PROFIT OPERATING EXPENSES Selling General and administrative 24 24 EQUITY ACCOUNTING FINANCIAL REVENUES (EXPENSES) Revenues Expenses 26 26 OTHER OPERATING REVENUES (EXPENSES) Revenues Expenses INCOME BEFORE TAXES AND INTEREST Income tax and social contribution PROFIT/(LOSS) BEFORE INTEREST Interest INCOME/(LOSS) FOR THE YEAR Income/(Loss) per share - R$ No. of shares 6 (11,374) (11,374) (33,838) (33,838) 78,892 390,226 74 (175) (101) 1,177 (416) 761 (665) (665) 204,648 40 (29) 11 (3,015) (3,015) 706,468 137 (30) 107 - - - - 67,417 357,149 203,994 703,560 - - - - 67,417 357,149 203,994 703,560 (27) 67,390 (34) 357,115 (2) 203,992 (25) 703,535 0.33045 1.75113 1.00260 3.45781 203,934,060 203,934,060 203,462,739 203,462,739 41 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS LIGHT S.A. INCOME STATEMENTS FOR THE PERIODS ENDED SEPTEMBER 30, 2009 AND 2008 (In thousands of reais) Notes OPERATING INCOME Electric Power Supply Electric Power Supply Other Revenues Deductions from operating revenues ICMS Consumer Charges PIS/COFINS Other 21 21 22 23 NET OPERATING REVENUE Consolidated 7/1/2009 to 9/30/2009 Consolidated 1/1/2009 to 9/30/2009 1,710,920 91,388 134,212 1,936,520 Consolidated 7/1/2008 to 9/30/2008 5,644,394 270,285 412,392 6,327,071 (455,525) (166,654) (94,896) (371) (1,531,200) (544,136) (319,770) (2,041) (717,446) (2,397,147) 1,219,074 3,929,924 Consolidated 1/1/2008 to 9/30/2008 1,726,806 94,474 171,072 1,992,352 5,342,143 280,818 477,503 6,100,464 (460,163) (124,632) (109,038) (505) (1,449,812) (372,714) (364,484) (2,122) (694,338) (2,189,132) 1,298,014 3,911,332 ELECTRIC POWER COST Electric Power Purchased for Resale OPERATIONAL COST Personnel Material Outsourced services Depreciation and amortization Other 25 24 24 24 24 24 (722,678) (2,406,525) (712,581) (2,213,338) (722,678) (2,406,525) (712,581) (2,213,338) (36,401) (3,776) (28,482) (67,371) (4,553) (115,035) (12,742) (81,921) (201,958) (13,526) (29,410) (3,225) (30,843) (67,632) (3,977) (94,932) (9,365) (86,017) (207,742) (12,141) (425,182) (135,087) (140,583) GROSS OPERATING PROFIT OPERATING EXPENSES Selling General and administrative 355,813 24 24 EQUITY ACCOUNTING FINANCIAL REVENUES (EXPENSES) Revenues Expenses - 26 26 OTHER OPERATING REVENUES (EXPENSES) Revenues Expenses INCOME BEFORE TAXES AND INTEREST Income tax and social contribution PROFIT/(LOSS) BEFORE INTEREST Interest INCOME/(LOSS) FOR THE YEAR Income/(Loss) per share - R$ No. of shares (77,154) (77,634) (154,788) 6 1,098,217 (241,217) (238,267) (479,484) - 450,346 (100,608) (67,376) (167,984) - 42,255 (94,182) (51,927) 127,783 (215,992) (88,209) 56,155 (160,579) (104,424) 7,285 (1,154) 6,131 15,308 (6,280) 9,028 2,214 (4,248) (2,034) (410,197) 1,287,797 (244,835) (288,660) (533,495) - 205,565 27,133 232,698 18,735 (8,546) 10,189 155,229 539,552 175,904 997,189 (85,000) (165,524) 32,196 (292,088) 70,229 374,028 208,100 705,101 (2,839) (16,913) 67,390 357,115 203,992 688,803 0.33045 1.75113 1.00260 3.38540 203,934,060 203,934,060 203,462,739 203,462,739 (4,108) (16,298) 42 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS LIGHT - S.A. STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (In thousands of reais) PROFITS RESERVE BALANCE ON DECEMBER 31, 2008 CAPITAL STOCK 2,225,819 Capital increase Granted options Net income for the period BALANCE ON SEPTEMBER 30, 2009 CAPITAL RESERVES 22,459 3 - LEGAL RESERVE 103,757 RETAINED EARNIGNS (ACCUMULATED LOSSES) TOTAL - 2,803,704 - - - - 3 30,208 - - - 30,208 - 2,225,822 RETAINED PROFITS 451,669 - 52,667 - 103,757 451,669 357,115 357,115 357,115 3,191,030 STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (In thousands of reais) PROFITS RESERVE BALANCE ON JUNE 30, 2009 CAPITAL STOCK 2,225,822 CAPITAL RESERVES 42,504 LEGAL RESERVE 103,757 RETAINED PROFITS 451,669 RETAINED EARNIGNS (ACCUMULATED LOSSES) 289,725 TOTAL 3,113,477 Capital increase - - - - - - Granted options - 10,163 - - - 10,163 Net income for the period BALANCE ON SEPTEMBER 30, 2009 2,225,822 52,667 103,757 451,669 67,390 67,390 357,115 3,191,030 43 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS LIGHT - S.A. CASH FLOW STATEMENTS ( In thousands of reais ) 7/1/2009 to 9/30/2009 From operations Income/(loss) for the period Revenues (expenses) not affecting cash: Allowance for doubtful accounts Provision for (reversal of) losses in the recovery of long-term RTE Restatement of regulatory and contingent assets and liabilities Adjustment of receivables to present value Depreciation and amortization Equity accounting Interest and monetary variations - net Income/loss from write-off of property, plant and equipment Deferred income tax and social contribution Charges and monetary variation on post-employment benefits PIS/COFINS reversal - tax rate increase and expansion of the basis Provision for liabilities - contingent Granted options Other (Increase) Decrease in assets Consumers and resellers Recoverable taxes Services rendered Inventories Prepaid expenses (other) Dividends received Regulatory assets (CVA and "Bolhas") Escrow deposits Other Increase (Decrease) in liabilities Suppliers Electric power suppliers Salaries and social contributions Taxes and social contributions Loans and financings Offsetting accounts - CVA Regulatory fees Contingencies Post-employment benefits Other Cash generated by (used in) operations Parent Company 1/1/2009 to 9/30/2009 7/1/2008 to 9/30/2008 1/1/2008 to 9/30/2008 67,390 (78,892) 10,163 (1,339) 357,115 (390,226) 30,208 (2,903) 203,992 (204,648) (656) 703,535 (706,468) (2,933) (19) 25 (1) (37) (32) (395) 113 407,868 (31) (6) 407,549 (24) (3) 41 (1) 190 203 (23) (55) 162 203,463 (1) 48 203,594 44 55 1 17 117 (169) 181 33 157 202 (50) 10 (3) 283 240 (106) 6 (2) 583 481 (1,254) 404,848 (213) 201,142 Investment activities Sale of assets Investments in property, plant and equipment Advances Consumer contributions Equity interest Cash used in investment activities - 1,530 (36,388) (34,858) - Financing activities Paid dividends Loans and financings obtained Amortization of loans and financings Net cash generated by (used in) financing activities - (407,868) (407,868) - - (203,463) (203,463) Net cash variation (1,254) (37,878) (213) (2,321) Statement of net cash variation At the beginning of the year At the end of the year Cash variation 3,632 2,378 (1,254) 40,256 2,378 (37,878) 428 215 (213) 2,536 215 (2,321) 44 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS LIGHT - S.A. CASH FLOW STATEMENTS ( In thousands of reais ) 7/1/2009 to 9/30/2009 From operations Income/(loss) for the period Revenues (expenses) not affecting cash: Allowance for doubtful accounts Provision for (reversal of) losses in the recovery of long-term RTE Restatement of regulatory and contingent assets and liabilities Adjustment of receivables to present value Depreciation and amortization Equity accounting Interest and monetary variations - net Income/loss from write-off of property, plant and equipment Deferred income tax and social contribution Charges and monetary variation on post-employment benefits PIS/COFINS reversal - tax rate increase and expansion of the basis Provision for liabilities - contingent Granted options Other Consolidated 1/1/2009 to 9/30/2009 7/1/2008 to 9/30/2008 1/1/2008 to 9/30/2008 67,390 357,115 203,992 688,803 57,935 7,848 (4,655) 76,298 68,389 (6,110) 9,832 22,277 11,278 10,163 2,970 323,615 184,643 32,055 (16,074) 228,718 157,091 (8,898) (17,222) 42,765 34,817 30,208 9,614 1,034,832 80,999 5,943 9,526 76,997 91,979 2,034 (29,145) 38,696 (6,352) 6,819 1,951 483,439 186,259 2,385 29,825 2,638 236,362 185,645 (7,660) 149,371 124,995 (432,358) 80,303 15,640 3,189 1,265,397 (17,262) 37,887 (18,495) 4,667 1,987 32,583 15,017 (11,253) 45,131 (104,937) 154,005 (38,375) 3,246 (8,180) 230,778 642 55,983 293,162 (33,909) 17,467 (6,525) (999) 640 48,756 (6,955) (16,150) 2,325 (58,027) (144,460) (12,692) (5,054) 1,513 128,501 (3,852) 28,131 (65,940) Increase (Decrease) in liabilities Suppliers Electric power suppliers Salaries and social contributions Taxes and social contributions Loans and financings Offsetting accounts - CVA Regulatory fees Contingencies Post-employment benefits Other (2,649) (12,772) 6,748 63,137 (37,812) 4,290 (17,869) (23,370) 15,540 (4,757) (29,878) (2,739) 206 4,233 (127,640) (18,903) (55,578) (69,901) (6,199) (306,399) (3,778) 27,034 7,420 7,942 (50,628) 4,874 (20,199) (21,485) 24,434 (24,386) (27,074) (50,040) (2,381) (60,487) (126,605) (8,772) (53,810) (62,953) 109,377 (282,745) Cash generated by (used in) operations 363,989 1,021,595 461,378 916,712 Investment activities Sale of assets Investments in property, plant and equipment Advances Consumer contributions Equity interest Cash used in investment activities 649 (159,466) 10,328 (148,489) 7,576 (402,131) 13,508 (381,047) (152,674) 3,783 (148,891) 2,000 (392,994) 2,670 (388,324) Financing activities Paid dividends Loans and financings obtained Amortization of loans and financings Net cash generated by (used in) financing activities 300,000 (182,022) 117,978 (407,869) 423,940 (343,630) (327,559) 174,121 (63,703) 110,418 (203,463) 249,521 (199,146) (153,088) Net cash variation 333,478 312,989 422,905 375,300 Statement of net cash variation At the beginning of the year At the end of the year Cash variation 569,637 903,115 333,478 590,126 903,115 312,989 442,606 865,511 422,905 490,211 865,511 375,300 (Increase) Decrease in assets Consumers and resellers Recoverable taxes Services rendered Inventories Prepaid expenses (other) Dividends received Regulatory assets (CVA and "Bolhas") Escrow deposits Other 45 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 LIGHT S.A. September 30, 2009 Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS TABLE OF CONTENTS 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. OPERATIONS PRESENTATION OF THE QUARTERLY INFORMATION REGULATORY ASSETS AND LIABILITIES CASH AND CASH EQUIVALENTS CONSUMERS, CONCESSIONAIRES AND PERMISSIONAIRES (CLIENTS) TAXES PREPAID EXPENSES OTHER RECEIVABLES INVESTMENTS PROPERTY, PLANT AND EQUIPMENT INTANGIBLE ASSETS SUPPLIERS LOANS, FINANCING AND FINANCIAL CHARGES DEBENTURES AND FINANCIAL CHARGES REGULATORY CHARGES – CONSUMER CONTRIBUTIONS PROVISION FOR CONTINGENCIES OTHER PAYABLES PENSION PLAN AND OTHER EMPLOYEE BENEFITS RELATED-PARTY TRANSACTIONS SHAREHOLDERS’ EQUITY ELECTRIC POWER SUPPLY OTHER REVENUES CONSUMER CHARGES (OPERATING REVENUE DEDUCTIONS) OPERATING COSTS AND EXPENSES ELECTRICITY PURCHASED FOR RESALE FINANCIAL INCOME FINANCIAL INSTRUMENTS INSURANCE STATEMENT OF OPERATIONS BY COMPANY TARIFF REVIEW LONG-TERM INCENTIVE PLAN SUBSEQUENT EVENTS 07/31/2017 14:53:45 Page:46 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE QUARTERLY INFORMATION AS OF SEPTEMBER 30, 2009 (Amounts in thousands of Brazilian reais) 1. OPERATIONS Light S.A.’s corporate purpose is to hold equity interests in other companies, as partner or shareholder, and in the direct or indirect exploitation, as applicable, of electric power services, including electric power generation, transmission, sale and distribution systems, as well as other related services. Light S.A. is a parent company of the following companies: Light Serviços de Eletricidade S.A. (Light SESA) - Publicly-held company engaged in the distribution of electric power; Light Energia S.A. - (Light Energia) – Closely-held company whose main activity is study, plan, construct, operate and exploit electric power generation, transmission and sales, systems and related services; Light Esco Prestação de Serviços Ltda. - (Light Esco) – Company whose main activity is to provide services related to co-generation, projects, management and solutions, such as improving efficiency and defining energy matrixes and sale of energy on the free market. Itaocara Energia Ltda. - (Itaocara Energia) – Pre-operating company, primarily engaged in the exploitation and production of electric power; Lightger Ltda. (Light Ger) and Lighthidro Ltda. (Light Hidro) – Pre-operating companies both to participate in auctions for concession, authorization and permission for new plants. On December 24, 2008, Light Ger obtained the installation license that authorizes the start of implementation works of Paracambi small hydroelectric power plant (PCH); and Instituto Light para o Desenvolvimento Urbano e Social (Light Institute) – It is engaged in participating in social and cultural projects, has interest in the cities’ economic and social development, affirming the Company’s ability to be socially responsible. Grupo Light’s concessions and authorizations: Concessions / authorizations Date of concession / authorization Maturity Date Generation, Transmission and Distribution (direct) Paracambi small hydroelectric power plant (PCH) (indirect) Itaocara hydroelectric power plant (indirect) July 1996 February 2001 March 2001 June 2026 February 2031 March 2036 07/31/2017 14:53:45 Page:47 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS 2. PRESENTATION OF THE QUARTERLY INFORMATION The individual and consolidated quarterly information including the notes thereto, are presented in thousands of reais and other currencies, except when otherwise indicated and were prepared in accordance with the accounting practices adopted in Brazil, which comprises the Brazilian Corporation Law, Pronouncements and Guidance issued by the Brazilian Committee on Accounting Pronouncements (“CPC”), rules issued by the Brazilian Securities and Exchange Commission (“CVM”), and standards established by Brazilian Electricity Regulatory Agency (“ANEEL”), pursuant to Accounting Manual for the Electric Power Public Utility, having fully met all concepts introduced by Law 11,638/07 and Provisional Measure 449/08. This quarterly information was prepared according to the principles, practices and criteria consistent with those adopted in the preparation of the annual financial statements as of December 31, 2008 and the subsequent quarterly information. Thus, this quarterly information should be read jointly with said statements/information. Given that the Company is comprised primarily of interests in other corporations, the notes to the quarterly information primarily reflect the accounting practices and breakdown of its subsidiaries’ accounts. The consolidated Quarterly Information was prepared pursuant to CVM Rule 247, of March 27, 1996, which provides, among other subjects, procedures to prepare and disclose of consolidated financial statements and in line with the accounting practices adopted in the previous year. The Quarterly Information as of September 30, 2008 was reclassified, when applicable, for comparison purposes, as described below: Income Statement Period from July 1 to September 30, 2008 Published Adjustments of Law 11,638/07 and MP 449/08 (ii) 3,048 Cost of Goods and/or Services Sold Personnel Depreciation and amortization (31,998) (70,680) PLR Reclassification (i) 2,588 - Operating Expenses/Revenues Selling expenses General and administrative expenses Other operating revenue Other operating expenses (100,896) (59,838) - 288 1,232 - (8,770) 2,214 (4,248) Adjusted (29,410) (67,632) (100,608) (67,376) 2,214 (4,248) Non-operating Revenue Revenues Expenses 2,214 (4,248) - (2,214) 4,248 - Deferred Income Tax 27,200 - 1,945 29,145 - (4,108) - (4,108) Interest/Statutory Contributions Interest 07/31/2017 14:53:45 Page:48 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS Income Statement Period from January 01 to September 30, 2008 Published Adjustments of Law 11,638/07 and MP 449/08 (ii) 8,253 Cost of Goods and/or Services Sold Personnel Depreciation and amortization (105,200) (215,995) PLR Reclassification (i) 10,268 - Operating Expenses/Revenues Selling expenses General and administrative expenses Other operating revenue Other operating expenses (245,976) (272,678) - 1,141 4,889 - (20,871) 18,735 (8,546) 18,735 (8,546) - (18,735) 8,546 (153,661) - 4,290 (149,371) (16,298) - (16,298) Non-operating Revenue Revenues Expenses Deferred Income Tax Interest/Statutory Contributions Interest - Adjusted (94,932) (207,742) (244,835) (288,660) 18,735 (8,546) - (i) For most appropriate presentation, management and employee profit sharing were classified as profit sharing result – PLR under income tax. (ii) In the preparation of the financial statements for year ended December 31, 2008, the Company and its subsidiaries adopted for the first time the changes in corporate legislation introduced by Law 11,638/07 and Provisional Measure 449/08. The quarterly information as of September 30, 2008, presented herein, was also adjusted to reflect changes resulting from the adoption of said laws and CPCs issued in 2008, for the comparison of the results for the quarters and periods ended in September, reconciled as follows: Net income for the quarter without the effects of Law 11,638/07 and MP 449 /08 (published) Adjustments to the effects resulting from initial adoption of Law 11,638/07 and MP 449/08: Deferred charges Long-term incentive plan Equity accounting Temporary differences of income tax and social contribution Net income for the period pursuant to Law 11,638 /07 and MP 449/08 (adjusted) Net income for the quarter without the effects of Law 11,638/07 and MP 449/08 (published) Adjustments to the effects resulting from initial adoption of Law 11,638/07 and MP 449/08: Deferred charges Long-term incentive plan Equity accounting Temporary differences of income tax and social contribution Net income for the quarter pursuant to Law 11,638/07 and MP 449/08 (adjusted) 07/31/2017 14:53:45 01/07/2008 to 09/30/2008 Parent Company Consolidated 207,769 207,769 (3,777) 203,992 2,183 (7,905) 1,945 203,992 01/01/2008 to 09/30/2008 Parent Company Consolidated 711,863 697,131 (8,328) 703,535 6,281 (18,899) 4,290 688,803 Page:49 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS 3. REGULATORY ASSETS AND LIABILITIES Consolidated Current 9/30/2009 Assets Consumers, concessionaries and permissionaires (Note 5) Tariff Readjustment - TUSD Non-current 9/30/2009 6/30/2009 13,160 13,160 36,642 36,642 12,280 11,016 1,264 84,838 75,536 9,302 269,640 269,640 - 229,665 229,665 - 25,440 121,480 269,640 229,665 Other payables (Note 17) Portion "A" - (a) CVA - (b) Other regulatories - (c) (32,086) (22,918) (8,166) (1,002) (71,558) (16,220) (49,551) (5,787) (2,109) (2,109) - (977) (977) - TOTAL LIABILITIES (32,086) (71,558) (2,109) (977) (6,646) 49,922 Prepaid expenses (Note 7) CVA - (b) 1230143011 Other regulatories até 1230143091 - (c) (longo prazo 1130143011 até 1130143091 (curto prazo TOTAL ASSETS NET OVERALL TOTAL a) 6/30/2009 - 267,531 - 228,688 Rationing: The electric power distribution and generation companies revenues (“free energy”) for the rationing period is being recovered through the “Extraordinary Tariff Recovery RTE”, which agreement only allowed for the billing related to revenue lost of Light SESA through February 2008. In June 2008, Light SESA wrote off the items related to the extraordinary tariff recovery, free energy and its respective provisions, which were not recovered within the 74-month term set forth by ANEEL in the Emergency Program for Reduction of Electric Power Consumption (PERCEE), in the amount of R$291,448, with no impact on results of that period. The Company has lawsuits, both within ANEEL and in the judiciary scopes, seeking the indemnity of such losses. Due to the maturity of term for the RTE billing (Loss of Revenue), the Variation in “Portion A” items (from January 1, 2001 to October 25, 2001) started to be recovered from March 2008, as approved by ANEEL Directive Release 267/04. Pursuant to ANEEL’s rules, the additional tariff should remain effective until the end of the month when the ratified amount would be fully amortized, duly remunerated. In the case of Light, this amortization occurred in mid June 2009. Amounts billed after amortization of ratified Portion “A” amount totaled R$22,918, which will return to consumers upon the 2009 Tariff Adjustment. Said amount is recorded in “Other Debts”, under current liabilities. 07/31/2017 14:53:45 Page:50 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS Portion A (from 1/1/2001 to 10/25/2001) Recognition: Resolutions 482/02 and 001/04 (1) 125,695 Total Accumulated 2009 (3) = (1+2) 373,241 Accumulated Remuneration (2) 247,546 Amortized Value up to 2009 (4) 396,159 Balance to Amortize (5) = (3-4) (22,918) b) Memorandum account for Portion “A” Items Variation (“CVA”) Records the variations during the period and the annual tariff adjustment based on the Central Bank overnight rate (“SELIC”) for: purchase of energy; the tariff for transportation of electric power from Itaipu; the Fuel Usage Quota (“CCC”); the Economic Development Account (“CDE”); System service charges (“ESS”); the tariff for the use of transmission facilities of the basic electric network; and compensation for the use of water resources (“CFURH”). The amounts recorded under current (assets and liabilities) refer to amounts already approved by ANEEL in November 2008, when the tariff review was concluded. The amounts recorded under non-current represent the formation of CVA to be approved in the next tariff adjustment (November 2009). Breakdown of CVA Consolidated Assets Current 9/30/2009 Breakdown - CVA Fuel Consumption Account - CCC Cost of electricity acquisition System Service Charges - ESS PROINFA Transportation of electric power from Itaipu Transportation of electric power to basic electric network TOTAL - CVA 6/30/2009 6,192 4,444 159 221 11,016 Non-current 9/30/2009 6/30/2009 47,634 25,359 908 1,635 75,536 222,343 5,517 25,942 1,257 14,581 269,640 1,214 195,660 13,247 17,311 850 1,383 229,665 Consolidated Liabilities Current 9/30/2009 Breakdown - CVA Fuel Consumption Account - CCC Enery Development Account - CDE Cost of electricity acquisition PROINFA TOTAL - CVA 07/31/2017 14:53:45 (1,349) (6,679) (138) (8,166) 6/30/2009 (10,379) (38,113) (1,059) (49,551) Non-current 9/30/2009 6/30/2009 (1,496) (613) (2,109) (977) (977) Page:51 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS c) Other Regulatory Assets/Liabilities Finance costs transferred in the second (provisional) tariff review of subsidiary Light SESA, in accordance with Normative Resolution 734 of November 4, 2008, as per chart below: Assets Consolidated 9/30/2009 Other Regulatory Assets Financial adjustment TUSD generating companies Furnas connection Guarantees at auction (CCEAR) "Luz para Todos" Program TOTAL Approved Values 10/31/2008 6/30/2009 1,244 8 5 7 1,264 9,154 60 38 50 9,302 32,680 210 136 181 33,207 Liabilities Consolidated 9/30/2009 Other Regulatory Liabilities Boundary adjustment Onlending of energy overcontracting (art.38 of Decree 5,163/04) TOTAL 4. (46) (956) (1,002) (332) (5,455) (5,787) (1,182) (18,956) (20,138) CASH AND CASH EQUIVALENTS Parent Company 9/30/2009 6/30/2009 Financial investments Cash available Total 2,346 32 2,378 3,606 26 3,632 Parent Company 9/30/2009 6/30/2009 Financial investments: CDB Overnight Total 5. Approved Values 10/31/2008 6/30/2009 Fee CDI Pre-fixed Maturity Daily Daily 2,346 2,346 3,606 3,606 Consolidated 9/30/2009 6/30/2009 891,114 12,001 903,115 557,789 11,848 569,637 Consolidated 9/30/2009 6/30/2009 890,314 800 891,114 556,912 877 557,789 CONSUMERS, CONCESSIONAIRES AND PERMISSIONAIRIES (CLIENTS) Consolidated 9/30/2009 6/30/2009 CURRENT Billed sales Unbilled sales Debt payment by installments (a) Sales within the scope of CCEE Supply and charges related to the use of electric network Tariff recoverable credits (Note 3) (-) Allowance for doubtful accounts (b) NON-CURRENT Debt payment by installments (a) 07/31/2017 14:53:45 1,577,491 246,007 163,126 1,986,624 1,549,712 239,335 158,347 1,947,394 1,787 51,015 13,160 65,962 1,323 44,838 36,642 82,803 (781,667) 1,270,919 (723,936) 1,306,261 303,785 303,785 306,097 306,097 Page:52 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS a) The balances of debt installments are adjusted to present value, when applicable, pursuant to Law 11,638/07. The calculation of present value is made for each transaction of consumers’ debts renegotiation (debt payment by installments), based on the interest rate which reflects the term and risk of each transaction, being about 1% p.m. The allowance for doubtful accounts was set up in amounts deemed sufficient to cover eventual losses in the realization of credits and it is in accordance with ANEEL’s instructions summarized below: Clients with significant debts (large clients): - Individual analysis of balance receivable from consumers, by consumption class, deemed unlikely to be received. In other cases: - Residential consumers – past due for more than 90 days; - Commercial consumers – past due for more than 180 days; - Industrial and rural consumers, public sector, public lighting, public utilities and other – past due for more than 360 days Overdue and falling due balances related to electric power billed and renegotiated debts are distributed as follows: Maturing Balance Residential Industrial Commercial Rural Public sector Public lighting Public utility Billed sales and renegotiated debts (current and non-current) 121,677 19,359 102,022 485 34,296 12,395 280,789 571,023 Maturing Balance Residential Industrial Commercial Rural Public sector Public lighting Public utility Billed sales and renegotiated debts (current and non-current) 07/31/2017 14:53:45 108,763 23,323 102,936 466 34,921 12,707 296,010 579,126 9/30/2009 Overdue up to Overdue over 90 days 90 days 139,537 13,954 39,854 326 19,720 2,886 569 216,846 717,413 184,879 199,421 629 104,247 38,760 11,184 1,256,533 6/30/2009 Overdue up to Overdue over 90 days 90 days 157,322 21,518 61,058 390 20,174 3,970 714 265,146 658,221 171,594 189,920 590 101,160 38,358 10,041 1,169,884 Total 978,627 218,192 341,297 1,440 158,263 54,041 292,542 2,044,402 Total 924,306 216,435 353,914 1,446 156,255 55,035 306,765 2,014,156 Page:53 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS 6. TAXES Parent Company Assets 9/30/2009 6/30/2009 Consolidated Liabilities 9/30/2009 6/30/2009 CURRENT Tax credits – IRPJ and CSLL (a) IRRF (Withholding Income Tax) recoverable IRRF (Withholding Income Tax) payable Deferred IRPJ and CSLL (b) PIS/COFINS – PAES paid by installments (Refis II) (c) INSS - PAES paid by installments (Refis II) (c) ICMS recoverable (e) ICMS payable PIS/COFINS recoverable (f) PIS/COFINS payable Prepaid IRPJ/CSLL Provision for IRPJ/CSLL Other TOTAL 608 71 679 589 71 660 43 43 42 42 NON-CURRENT Deferred IRPJ and CSLL (b) IRPJ and CSLL – unrealized profits abroad (d) PIS/COFINS – PAES paid by installments (Refis II) (c) INSS – PAES paid by installments (Refis II) (c) ICMS (e) TOTAL - - - - - Assets 9/30/2009 6/30/2009 Liabilities 9/30/2009 6/30/2009 158,741 11,522 244,252 117,675 25,467 118,078 15,467 691,202 175,491 11,522 244,406 147,170 49,212 73,808 15,373 716,982 - - 1,810 8,536 1,601 40,982 182,766 8,949 244,646 2 2,155 8,450 8,943 42,305 107,577 8,714 178,146 1,080,243 42,932 1,123,175 1,089,900 53,578 1,143,478 303,748 4,979 23,473 332,200 298,618 6,465 25,351 330,434 2 a) Refers to negative balance tax credits recoverable arising from refunds from temporary cash investments and government agencies in the amount of R$4,814 and prepaid Income Tax and Social Contribution credits for 2005, 2006, 2007 and 2008 amounting to R$153,927. The variation of the amounts for the quarter results from the monthly adjustment based on the Selic rate in the amount of R$2,844, the new credits in the amount of R$5,692, and the offsets in the amount of R$25,286, of which R$6,452 concerns withholding tax and R$18,834 credits offset in 2008. b) The tax credits include amounts expected to be recoverable within 10 years, as set forth in referred CVM Instruction 371/02 and in the assumption of not being time-barred by law according to the Corporate Income Tax Regulation. Deferred taxes have been established based on the assumption of future realization, taking into account: (i) Income tax loss carryforward and negative social contribution basis – these shall be carried forward indefinitely, but realization is limited to 30% of net income for each future fiscal year. (ii) Temporary differences – these will be realized upon the payment or reversal of the provisions and/or the actual loss of doubtful accounts. Deferred tax assets are as follows: 07/31/2017 14:53:45 Page:54 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 LIGHT S.A. September 30, 2009 Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS Consolidated 9/30/2009 6/30/2009 ASSETS AND LIABILITIES – CURRENT AND NON-CURRENT Tax loss carryforwards Allowance for doubtful accounts Provision for profit sharing Provision for labor contingencies Provision for tax contingencies Provision for civil contingencies Impacts resulting from the adoption of Law 11,638/07 Other provisions Total - Light SESA 709,935 262,305 8,056 53,700 144,869 94,169 20,954 29,705 1,323,693 736,966 242,607 7,217 52,757 143,533 96,472 23,184 26,584 1,329,320 Tax loss carryforwards - Light Energia and Light Esco Total - Consolidated 802 1,324,495 4,986 1,334,306 c) Tax Debt Refinancing Program – PAES (REFIS II) – Up to September 30, 2009, Light SESA has paid 75 installments, out of 120 installments. The installments were calculated based on the total debt divided by the number of installments, subject to the “TJLP” (long-term interest rate). d) On February 20, 2003, Light SESA filed Writ of Mandamus 2003.51.01.005514-8 requesting an injunction that would release it from the payment of levied income and social contribution taxes on: (i) Profits earned by the companies LIR Energy Limited (LIR) and Light Overseas Investment Limited (LOI) before they are effectively available, in which case sole paragraph, Article 74 of Provisional Measure 2,158-35, of August 24, 2001 (MP 2,158-35), for the periods from 1996 to 2001, shall not apply; (ii) Profits earned by the companies LIR and LOI before they are effectively available, in which case Article 74, caput, of Provisional Measure 2,158-35/01, for calendar year 2002 and following years shall not apply; Light SESA obtained an injunction that is still effective, given that the Appeal filed by Light against the overruling of the writ of mandamus was received with a dual effect (returnable and suspensive), guaranteed by a definitive decision by the Superior Court of Justice. With reference to the merits, the Appeal awaits judgment. Based on this court decision, Light SESA suspended the payment of income and social contribution taxes levied on taxable income of 2004, 2005, 2006, 2007 and 2008 verified due to the addition of the profits earned by companies located abroad to these taxes calculation basis. The provision on September 30, 2009 is R$303,748 (R$298,618 on June 30, 2009), already including the monetary restatement by Selic rate. e) The recovery amount of the state VAT (“ICMS”) on September 30, 2009 includes R$45,275 R$55,173 on June 30, 2009) of credits deriving from the renegotiations of the CEDAE debt in July and December 2006. 07/31/2017 14:53:45 Page:55 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS f) Refers to tax credits to offset derived from the adjustment of PIS and COFINS calculation bases in the period from February 2004 through April 2008, due to the use of some segment charges, such as calculation basis deduction from these taxes. In relation to the period from November 2005 through April 2008, the amount related to credits assessed is being transferred to consumers and the amount of R$22,954 (R$26,993 on June 30, 2009) is recorded in Other Payables (see Note 17). Reconciliation of effective and nominal income and social contribution taxes rates: Earnings before Income and Social Contribution Taxes (LAIR) Profit sharing Adjusted income basis for taxation Combined income and social contribution tax rate Income and social contribution taxes at statutory rates Income and social contribution tax effect on permanent additions and exclusions Income and social contribution tax effect on equity in the earnings of subsidiaries - LIR/LOI Offshore income Deferred tax credits not recognized CVM 371/02 - Light S.A. Adjustments to prior years Reversal provision for IRPJ and CSLL - deferred Tax incentives Other Income and social contribution taxes in income Current IRPJ and CSLL on income Deferred IRPJ and CSLL on income 07/31/2017 14:53:45 Consolidated 9/30/2009 9/30/2008 539,552 997,189 (16,913) (16,298) 522,639 980,891 34% 34% (177,697) (333,503) (6,832) (14,008) (91,335) 70,558 (12,001) (9,787) (3,323) 118,462 1,593 760 72 (571) (165,524) (292,088) (182,746) 17,222 (165,524) (142,717) (149,371) (292,088) Page:56 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS 7. PREPAID EXPENSES Parent Company 9/30/2009 6/30/2009 8. CURRENT CVA (Note 3) Financial components – IRT (Note 3) Other Total 22 22 47 47 NON-CURRENT CVA (Note 3) Other Total - - Consolidated 9/30/2009 6/30/2009 11,016 1,264 3,476 15,756 75,536 9,302 6,357 91,195 269,640 10,733 280,373 229,665 9,839 239,504 OTHER RECEIVABLES Parent Company 9/30/2009 6/30/2009 CURRENT Advances to suppliers and employees Property rental Public lighting fee Expenditures to refund Subsidy to low-income segment (a) Other Total 19 135 154 1 135 136 NON-CURRENT Assets and rights for disposal Other Total - - Consolidated 9/30/2009 6/30/2009 16,937 456 23,834 15,179 14,653 9,338 80,397 12,543 515 22,466 8,034 16,465 7,205 67,228 7,231 1,497 8,728 7,231 1,497 8,728 a) Out of the amount recorded, R$3,068 has already been authorized by ANEEL, but has not been received yet, and the amount of R$11,585 is under ratification phase. 07/31/2017 14:53:45 Page:57 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS 9. INVESTMENTS Parent Company 9/30/2009 6/30/2009 Consolidated 9/30/2009 6/30/2009 Accounted for under the equity method: Light SESA Light Energia S.A. Light Esco Prestação de Serviços Ltda Lightger Ltda (a) Lighthidro Ltda (a) Itaocara Energia (a) Subtotal 2,895,113 225,262 24,029 29,407 50 15,582 3,189,443 2,853,342 195,449 21,185 25,081 50 15,445 3,110,552 - - Accounted for at cost (adjusted up to December 31, 1995, when applicable) Leased assets Other Subtotal Total 3,189,443 3,110,552 3,796 11,297 4,005 19,098 19,098 3,796 11,297 3,714 18,807 18,807 (a) Pre-operating companies INFORMATION ON SUBSIDIARIES Light SESA 9/30/2009 Ownership interest (%) Paid-up capital Shareholders' equity Income for the nine-month period Light Energia 100 2,082,365 2,895,113 296,569 Light SESA 6/30/2009 Ownership interest (%) Paid-up capital Shareholders' equity Income for the six-month period Light Esco 100 77,422 225,262 82,208 Light Energia 100 2,082,365 2,853,342 254,798 100 7,584 24,029 6,987 Light Esco 100 77,422 195,449 52,395 100 7,584 21,185 4,143 Light Ger 100 23,791 29,407 4,326 Light Ger 100 23,791 25,081 - Light Hidro Instituto Light 100 50 50 - 100 300 - Light Hidro Instituto Light 100 50 50 - 100 300 - Itaocara Energia 100 17,294 15,582 137 Itaocara Energia 100 17,294 15,445 - CHANGES IN INVESTMENTS IN SUBSIDIARIES Light SESA Balances on 3/31/2009 Capital increase Equity accounting Balances on 6/30/2009 Equity accounting Balances on 9/30/2009 07/31/2017 14:53:45 2,753,989 3 99,350 2,853,342 41,771 2,895,113 Light Energia 164,051 31,398 195,449 29,813 225,262 Light Esco 18,919 2,266 21,185 2,844 24,029 Light Ger 25,081 25,081 4,326 29,407 Light Hidro Instituto Light Itaocara Energia 50 50 50 - 15,445 15,445 137 15,582 Total 2,977,535 3 133,014 3,110,552 78,891 3,189,443 Page:58 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS 10. PROPERTY, PLANT AND EQUIPMENT PROPERTY, PLANT AND EQUIPMENT ACTIVITY Historical Cost Generation Transmission Distribution Administration Sales In service 948,689 17,299 6,184,250 250,352 33,083 7,433,673 Generation Distribution Administration Sales In progress 89,407 495,302 67,843 2,029 654,581 Total property, plant and equipment Special obligations linked to concession (a) Total property, plant and equipment, net 8,088,254 (169,844) 7,918,410 Consolidated 9/30/2009 Accumulated Depreciation (445,721) (8,183) (3,064,148) (157,535) (20,181) (3,695,768) (3,695,768) (3,695,768) Net Value 6/30/2009 Net Value 502,968 9,116 3,120,102 92,817 12,902 3,737,905 508,883 9,198 3,116,194 96,678 13,816 3,744,769 89,407 495,302 67,843 2,029 654,581 79,034 426,638 58,054 1,743 565,469 4,392,486 4,310,238 (169,844) 4,222,642 (159,516) 4,150,722 a) The balance of special obligations derives from the consumer’s financial income, appropriation of the Federal Government and federal, state and municipal funds to finance the work necessary to meet the electric power demand. Consumer contribution Consumer contribution depreciation Donations/subsidies for investments Depreciation of donations/subsidies for investments Research and Development Depreciation of research and development Total Consolidated 9/30/2009 6/30/2009 123,218 114,195 (3,869) (2,782) 37,721 37,721 (1,350) (977) 14,542 11,662 (418) (303) 169,844 159,516 Pursuant to ANEEL Regulatory Resolution 234, special obligations linked to concession shall be amortized at same property, plant and equipment depreciation rates, using an average rate from the second cycle of periodic tariff review (November 2008). Thus, annual amortization average rate of special obligations is 3.5% and was determined taking into account distribution registration units. (i) There are no assets or rights belonging to the Federal Government in use at the subsidiary Light SESA. (ii) Construction in progress includes inventories of materials for projects totaling R$44,309 as of September 30, 2009 (R$58,535 on June 30, 2009) and a provision for inventory loss of R$2,599 (R$2,599 on June 30, 2009). 07/31/2017 14:53:45 Page:59 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS (iii) In 3Q09, part of the expenses with the central management, in the amount of R$7,924 (R$5,854 in 3Q08), amounting to R$17,616 in YTD 2009 (R$15,695 in YTD 2008) was capitalized in Property, Plant and Equipment recorded by transfer from operating expenses group - general and administrative expenses. 11. INTANGIBLE ASSETS INTANGIBLE ASSETS ACTIVITY Historical Cost Intangible assets Distribution Generation Administration Sales In service 183,413 5,799 76,009 163,496 428,717 Distribution Generation Administration Sales In progress 12,881 115,855 39,045 483 168,264 Total intangible assets, net 596,981 Consolidated 9/30/2009 Accumulated Net Amortization Value (159,250) (5,664) (56,125) (106,373) (327,412) (327,412) 6/30/2009 Net Value 24,163 135 19,884 57,123 101,305 25,003 137 21,177 63,390 109,707 12,881 115,855 39,045 483 168,264 11,637 116,288 33,089 467 161,481 269,569 271,188 Amortization Rate p.a. 20.00 Grupo Light classifies Software as intangible assets, which are amortized at a rate of 20% p.a., and Right-of-Ways, which are not amortized, as represent the right to use certain areas of land, usually associated with a Transmission and Distribution Line. 12. SUPPLIERS 07/31/2017 14:53:45 Page:60 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS 13. LOANS, FINANCING AND FINANCIAL CHARGES Consolidated 09/30/2009 Date of Signature Financing Entity TN - Par Bond TN -Collateral - Par Bond TN - Discount Bond TN - Collateral - Discount Bond TN - C. Bond TN - Debit. Conv. TN - Bib BNDES - Imports Societe Generale II KFW III , IV, and V - Tranche A/B/C Foreign currency Eletrobrás CCB Bradesco BNDES - FINEM Working Capital - ABN Amro Current Charges Non-Current PR Payment Beginning End 6% U$ Treasury Libor + 13/16 U$ Treasury 8% Libor + 7/8 6% BNDES basket + 4% Libor + 0,65% Libor + 0,65% 1 1 1 1 10 6 8 7 1 3 Sole Sole Sole Sole Semiannually Semiannually Semiannually Monthly Semiannually Semiannually 2024 2024 2024 2024 2004 2004 1999 2000 2003 2003 2024 2024 2024 2024 2014 2012 2013 2010 2009 2010 2.124 1 - UFIR 5% from 2 to 120 450.000 330.462 1.542 784.128 878.737 50.985 1.691 720 246 33 129 53.805 1.181 59.829 4.710 4.710 CDI TJLP CDI CDI + 0,85% TJLP + 4,3% CDI + 0,95% 10 60 3 Monthly and Quarterly Annual Monthly Semiannually 2012 2009 2009 2013 a 2017 2017 2014 2010 TJLP TJLP + 2,5% 60 Monthly 2009 2014 Sundry 1.957 82.615 79.999 320 164.891 181.610 12/12/2008 SWAP Overall Total Non-Current Reference date 9/30/2009 Principal Amortization US$ US$ US$ US$ US$ US$ US$ UMBNDES US$ US$ 69.202 (35.804) 48.287 (25.119) 23.534 13.177 641 691 94.609 18/10/2007 5/11/2007 27/8/2008 Interest Rate p.a. - 5.887 6.588 213 800 1.673 1.558 16.719 Current Currency/Index 1.967 1.228 1.106 508 2 3 19 10 4.843 29/4/1996 29/4/1996 29/4/1996 29/4/1996 29/4/1996 29/4/1996 26/4/1996 27/3/1998 20/7/2000 3/11/2000 RGR BNDES - PROESCO Sundry banking warranties Domestic currency Principal TN - National Treasury PR - Remaining Installments Financing Entity TN - Par Bond TN - Collateral - Par Bond TN - Discount Bond TN - Collateral - Discount Bond TN - C. Bond TN - Debit. Conv. TN - Bib BNDES - Imports Societe Generale II KFW III , IV, and V - Tranche A/B/C Foreign currency Eletrobrás CCB Bradesco BNDES - FINEM Working Capital - ABN Amro Date of Signature 4/29/1996 4/29/1996 4/29/1996 4/29/1996 4/29/1996 4/29/1996 4/26/1996 3/27/1998 7/20/2000 11/3/2000 Sundry 10/18/2007 11/5/2007 8/27/2008 RGR BNDES - PROESCO Sundry banking warranties 12/12/2008 Promissory notes 5/15/2009 Domestic currency SWAP Overall Total Consolidated 06/30/2009 Principal Charges Current Non-Current Current Non-Current 75,955 982 (46,224) 52,999 610 (31,893) 6,456 25,825 551 7,231 14,463 252 235 822 19 1,239 4 1,837 4 1,710 759 18,708 92,706 2,422 3,808 2,454 1 82,615 233 100,000 186,656 205,364 450,000 351,114 80,000 1,630 885,198 977,904 39,216 1,775 3,042 246 15 335 1,529 46,159 48,581 2,436 2,436 Currency/Index Interest Rate p.a. Reference date 6/30/2009 Principal Amortization Payment Beginning Sole 2024 Sole 2024 Sole 2024 Sole 2024 Semiannually 2004 Semiannually 2004 Semiannually 1999 Monthly 2000 Semiannually 2003 Semiannually 2003 6% U$ Treasury Libor + 13/16 U$ Treasury 8% Libor + 7/8 6% BNDES basket+ 4% Libor + 0,65% Libor + 0,65% PR 1 1 1 1 10 6 9 10 1 3 CDI TJLP CDI 5% CDI + 0,85% TJLP + 4,3% CDI + 0,95% from 2 to 120 10 63 3 Monthly and Quarterly Annual Monthly Semiannually 2012 2009 2009 2013 a 2017 2017 2014 2010 TJLP TJLP + 2,5% 60 Monthly 2009 2014 CDI 125% of CDI 1 Sole 2010 2010 US$ US$ US$ US$ US$ US$ US$ UMBNDES US$ US$ UFIR End 2024 2024 2024 2024 2014 2012 2013 2010 2009 2010 TN - National Treasury PR - Remaining Installments In addition to the collaterals indicated above, loans are guaranteed by other collaterals in the amount of R$34,286, guarantee of Light S.A. and receivables in the approximate amount of R$47,458. 07/31/2017 14:53:45 Page:61 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS The principal of loans and financing matures as follows (excluding financial charges): Consolidated Local Currency 9/30/2009 Foreign Currency Total Local Currency 6/30/2009 Foreign Currency Total 2009 2010 Total (current) 21,664 143,227 164,891 9,031 7,688 16,719 30,695 150,915 181,610 44,503 142,153 186,656 10,397 8,311 18,708 54,900 150,464 205,364 2010 2011 2012 2013 2014 after 2014 Total (non-current) 20,861 83,442 158,442 158,429 137,537 225,417 784,128 6,927 12,685 9,390 6,096 2,941 56,570 94,609 27,788 96,127 167,832 164,525 140,478 281,987 878,737 121,936 83,440 158,440 158,427 137,536 225,419 885,198 7,720 13,922 10,307 6,691 3,228 50,838 92,706 129,656 97,362 168,747 165,118 140,764 276,257 977,904 Total (current and non-current) 949,019 111,328 1,060,347 1,071,854 111,414 1,183,268 In percentage terms, the variation of major foreign currencies and economic ratios in the period, which are used to adjust loans, financing and debentures, was as follows in the periods: 9/30/2009 (8.89) (5.06) (7.70) (0.37) 2.18 2.19 USD EUR UMBNDES IGP-M CDI SELIC 6/30/2009 (15.70) (10.99) (16.31) (0.32) 2.38 2.39 Covenants The funding of CCB Bradesco, loans with ABN Amro and BNDES FINEM, classified as current and non-current require that the Company maintain certain debt ratios and interest coverage. In the period ended September 30, 2009, the Company and its subsidiaries are in compliance with all required debt covenants. 14. DEBENTURES AND FINANCIAL CHARGES Financing Entity BNDES - Debentures 1st Issue th Date of Signature 2/16/1998 09/30/2009 Principal Charges Current Non-Current Current Non-Current 7,652 - Currency / Index Interest Rate p.a. TJLP + 4% 1 187 - TJLP PR Reference date 9/30/2009 Principal Amortization Payment Beginning End Semiannually 2000 2010 Debentures 4 Issue 6/30/2005 21 94 - - TJLP TJLP + 4% 69 Monthly 2009 2015 Debentures 5th Issue 1/22/2007 55,721 886,700 18,207 - CDI CDI + 1,50% 18 Quarterly 2008 2014 6/1/2009 63,394 295,364 1,182,158 10,002 28,396 - CDI 115% do CDI 1 Sole 2011 2011 Currency / Index Interest Rate p.a. TJLP + 4% 2 th Debentures 6 Issue Local Currency PR - Remaining Installments Financing Entity BNDES - Debentures 1st Issue th Date of Signature 2/16/1998 Current 6/30/2009 Principal Charges Non-Current Current Non-Current 15,313 - 746 - TJLP PR Reference date 6/30/2009 Principal Amortization Payment Beginning End Semiannually 2000 2010 Debentures 4 Issue 6/30/2005 19 98 - - TJLP TJLP + 4% 72 Monthly 2009 2015 Debentures 5th Issue 1/22/2007 43,221 903,750 19,729 - CDI CDI + 1,50% 19 Quarterly 2008 2014 58,553 903,848 20,475 - Local Currency PR - Remaining Installments 07/31/2017 14:53:45 Page:62 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS Total principal amount is represented net of debentures issue costs, as provided for in CVM Resolution 566/08. These costs are detailed in the table below: 9/30/2009 Issue Amount incurred Unearned amount Total Cost Debentures 1st Issue 1,039 30 Debentures 4th Issue 7,443 26 7,469 Debentures 5th Issue 4,873 7,576 12,449 Debentures 6th Issue 654 14,009 4,636 12,268 26,277 TOTAL 1,069 5,290 6/30/2009 Issue Amount incurred Unearned amount 1,016 Debentures 4th Issue 7,442 22 7,464 Debentures 5th Issue 4,428 12,886 8,033 8,108 12,461 TOTAL 53 Total Cost 1,069 Debentures 1st Issue 20,994 At the end of July 2009, Light SESA concluded its 6th issue of simple non-convertible debentures. The issue totaled R$300,000, which deducted from funding costs generates a net amount of R$295,364, with remuneration of 115% of the CDI rate, defined in a bookbuilding process. The debentures, issued on June 1, 2009, were approved by CVM on July 21, 2009, with cash inflow on July 24, 2009. Amortization shall occur on a single installment, on June 1, 2011. Debentures were allocated for early redemption of the 1st issue of promissory notes of Light SESA, in the amount of R$100,000, and also to increase the Company’s working capital. The portions related to the principal of debentures have the following maturities (excluding financial charges): Consolidated 9/30/2009 6/30/2009 2009 2010 Total (current) 4,537 58,857 63,394 16,758 41,795 58,553 2010 2011 2012 2013 2014 after 2014 Total (non-current) 13,753 366,911 198,241 268,241 335,003 9 1,182,158 34,120 68,240 198,240 268,240 334,995 13 903,848 Total 1,245,552 962,401 07/31/2017 14:53:45 Page:63 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS Covenants Classified in the current and non-current, the 5th and 6th Issues of Debentures require the maintenance of indebtedness indicators and interest coverage. In the period ended September 30, 2009, the Company and its subsidiaries complied with all the covenants required. 15. REGULATORY CHARGES – CONSUMER CONTRIBUTIONS Consolidated 9/30/2009 6/30/2009 CURRENT Fuel usage account quota – CCC Energy development account quota – CDE Reversal global reserve quota – RGR Charges for capacity and emergency acquisition 18,235 17,173 6,699 76,044 118,151 10,954 17,173 6,699 76,044 110,870 16. PROVISION FOR CONTINGENCIES Light S.A. and its subsidiaries are party in tax, labor and civil lawsuits and regulatory proceedings in several courts. Management periodically assesses the risks of contingencies related to these proceedings, and based on the legal counsel’s opinion records a provision when unfavorable decisions are probable and whose amounts are quantifiable. In addition, the Company does not record assets related to lawsuits with a less-than-probable chance of success, as they are considered uncertain. Provisions for contingencies are as follows: Consolidated Current Non-Current 9/30/2009 6/30/2009 9/30/2009 6/30/2009 597 157,943 154,571 256,186 261,523 520,705 516,300 1,640 82,612 82,085 2,237 1,017,446 1,014,479 Labor Civil Tax Other Total Liabilities Labor Civil Tax Other Total Balance on 6/30/2009 154,571 261,523 516,300 82,085 1,014,479 07/31/2017 14:53:45 Additions 7,297 12,234 19,531 Restatement 2,388 4,405 527 7,320 Write-offs Payments Reversals (3,925) (13,943) (6,016) (17,868) (6,016) Balance on 9/30/2009 157,943 256,186 520,705 82,612 1,017,446 Judicial Deposits 42,064 31,640 9,716 83,420 Page:64 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 LIGHT S.A. September 30, 2009 Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS 16.1 Labor Contingencies There are 3,801 labor-related legal proceedings in progress (3,863 on June 30, 2009) in which the Company and its subsidiaries are the defendants. These labor proceedings mainly involve the following matters: overtime; hazardous work wage premium; equal pay; pain and suffering; subsidiary/joint liability of employees from outsourced companies; difference of 40% fine of FGTS (Government Severance Indemnity Fund for Employees) derived from the adjustment due to understated inflation. We point out that in December 2007, the subsidiary Light SESA was notified to reply to a public civil action filed by the Public Prosecution Office of Labor of the 1st Region, contesting on court the fact that the Company engages other companies to provide services related to its ancillary activities. Referred lawsuit was granted relief on April 4, 2008. A suspensive effect was granted to the Ordinary Appeal lodged by Light SESA. On March 25, 2009, Light’s Ordinary Appeal was heard and granted by unanimous vote of the 8th Chamber of the Regional Labor Court. Light filed a review appeal restricted to standing to sue. Light SESA’s legal counsel believe in a favorable decision in these actions. 16.2 Civil Contingencies The Company and its subsidiaries are defendants in approximately 40,320 civil legal proceedings (40,220 on June 30, 2009), of which 14,047 are in the state and federal courts, referring to Civil Proceedings, (13,375 on June 30, 2009). Claims that can be accurately assessed amount to R$610,745 (R$494,646 on June 30, 2009) and those in Special Civil Courts amount to 26,273 (26,845 on June 30, 2009), totaling R$367,023 (R$365,314 on June 30, 2009). Civil Contingencies Accrued Value (probable loss) 9/30/2009 6/30/2009 a) Civil proceedings b) Special civil court c) "Cruzado" Plan 109,344 32,859 113,983 118,974 30,911 111,638 Total 256,186 261,523 a) The Provision for civil proceedings comprises lawsuits in which Light SESA is the defendant and it is probable the claim will result in a loss in the opinion of the respective attorneys. The claims mainly involve alleged moral and property damage as well as consumers challenging the amounts paid. The Company is also party to civil proceedings whose risk of loss is believed by Management to be less than probable, based on the opinion of its legal counsel. 07/31/2017 14:53:45 Page:65 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS Therefore, no provision was established. The amount, currently assessed, concerning these claims is R$352,382 (R$330,819 on June 30, 2009). Light SESA is also involved in Public and Class Civil Actions, contesting in court fees, rates and charges, contracts, equipment, “Cruzado Plan”, interest, among others. On September 30, 2009, the Management could not assess the amount involved in each one of these actions due to their nature, comprehensiveness and need of settlement of these claims. On November 18, 2008, the Company, managers and shareholders took cognizance of a class civil action filed by an individual at the Court of Belo Horizonte, in the state of Minas Gerais, alleging among others, irregularities in the acquisition of share control of Light S.A.. The attorneys defending this action deem as remote the chances of an unfavorable decision. b) Lawsuits in the Special Civil Court are mostly related to matters regarding consumer relations, such as improper collection, undue power cut, power cut due to delinquency, network problems, various irregularities, bill complaints, meter complaints and problems with ownership transfer. There is a limit of 40 minimum monthly wages for claims under procedural progress at the Special Civil Court. Accruals are based on the moving average of the last 12 months of condemnation amount. c) There are civil actions in which some industrial consumers have challenged, in court, the increases in electric power tariff rates approved in 1986 by the National Department of Water and Electric Power (“Cruzado Plan”). 16.3 Tax Contingencies The provisions established for tax contingencies are as follows: Tax Contingencies Accrued Value (probable loss) 9/30/2009 a) PIS/COFINS b) PIS/COFINS – RGR and CCC c) INSS – tax deficiency notice d) INSS – quarterly e) Law 8,200/91 f) ICMS g) Social Contribution h) CIDE i) Other Total 221,816 17,991 39,159 97,246 20,783 88,039 27,699 4,748 3,224 520,705 6/30/2009 219,652 17,922 38,758 95,942 20,578 88,039 27,517 4,703 3,189 516,300 a) PIS/COFINS: Light SESA was party of two lawsuits contesting on court the charge of these contributions, pursuant to Law 9,718/98, as follows: 07/31/2017 14:53:45 Page:66 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 LIGHT S.A. September 30, 2009 Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS In the first one, Light SESA challenged in court the changes introduced by said Law concerning (i) the increase in their calculation basis and (ii) increase in COFINS rate from 2% to 3%. In the appeal filed by Light SESA in Supreme Federal Court it was rendered a final and unappealable decision regarding the increase of calculation basis, considering an unconstitutionality action of Article 3, paragraph 1, of Law 9,718/98, with the respective reversal of the provision taking place in the 2nd quarter of 2008, in the amount of R$432,358, in counterpart to the “financial expenses” item. In the second one, Light SESA has been challenging the lapse of enforceability of part of the amounts claimed in the January 31, 2007 Collection Letter issued by the Internal Revenue Service, as the federal tax authorities did not request payment within the legal term. A temporary injunction was granted and maintained by the Regional Federal Court to suspend the charge, and currently the appeals to Higher Courts are pending judgment. In relation to the merits, the judgment in low court is awaited, and, according to the Company’s legal counsel, the decision is estimated as a possible loss. On September 30, 2009, the amount of R$221,816 (R$219,652 on June 30, 2009) related to the increase in the COFINS rate from 2% to 3% remains provisioned. b) PIS/COFINS – RGR and CCC: The contingency amount corresponds to the portion not included in PAES payment in installments regarding the application of the ex-officio fine, in which Light SESA was not successful in the regulatory cases but had a favorable court decision, in which the Company awaits the appeal decision of the Federal Government. This amount also includes the portion corresponding to the increase in the COFINS rate related to the period of April 1999 to December 2000, which is under administrative discussion. The amount variation between September 30, 2009 and June 30, 2009 is due to the adjustment based on the SELIC rate. c) INSS – Tax Infringement Notices: In December 1999, the INSS issued tax infringement notices to the Company on the grounds of joint liability, withholdings on services rendered by contractors, and levy of the social security contribution on employee profit sharing. The amount variation between September 30, 2009 and June 30, 2009 is due to the adjustment based on the SELIC rate. d) INSS – Quarterly: Light SESA challenges the constitutionality of Law 7,787/89, which increased the rate of social security contribution taxes assessed on payroll, noting that there was a consequent increase in the calculation basis in the period from July to September 1989. Light SESA was able to offset the social security contribution amounts payable according to advance protections that was previously granted. Management recorded provision, for the total amount of the tax infringement notices issued by the INSS based on the legal counsel’s opinion. The amount variation between September 30, 2009 and June 30, 2009 is due to the adjustment based on the SELIC rate. e) Law 8,200/91: The provision recorded is due to the fully use of the 1991 and 1992 07/31/2017 14:53:45 Page:67 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 LIGHT S.A. September 30, 2009 Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS depreciation expenses, and no longer apply the provisions of Law 8,200/91, Article 3, item I. The lawsuit was accepted by the lower and higher courts, and the appeal filed by the Federal Government in Supreme Federal Court is pending judgment. The amount variation between September 30, 2009 and June 30, 2009 is due to the adjustment based on the SELIC rate. f) ICMS: The provision recorded is mainly related to litigation on the application of State Law 3,188/99, which limited the manner of receiving credits from ICMS levied in the acquisitions of assets allocated to property, plant and equipment, requiring the receipt in installments, while this limitation was not provided for in the Complementary Law 87/96. There are other tax infringement notices which have been challenged at the regulatory and judicial levels. The adjustment of this provision is annually carried out, in January, by the UFIR (Fiscal Reference Unit). g) Social Contribution: The provision recorded is related to (i) deductibility of interest on capital paid to shareholders in calendar year 1996 from the CSLL (Social Contribution on Profit) tax basis, in which the preliminary injunction was granted and a guarantee was partially granted, and the appeal filed by the Federal Government is pending judgment; and (ii) lack of addition of the amounts related to the PIS/COFINS provision to the social contribution calculation basis, the payment of which was suspended. With the completion of administrative level, a tax foreclosure has been filed and the Company made a full deposit of litigated amount, as well as it filed a motion to stay execution. The amount variation between September 30, 2009 and June 31, 2009 refers to the adjustment of the SELIC. h) Economic Intervention Contribution Credit (“CIDE”): It is the provision related to CIDE levied on service payments remitted abroad. The low court decision was unfavorable, and Light SESA awaits the appeal judgment. Since December 2003, the subsidiary has been paying the amounts due. The Company and its subsidiaries are also parties to tax, regulatory and legal proceedings in which Management, based on the opinion of its legal counsel, believes the risks of loss are possible, and based on that no provision was recorded. Currently, the quantifiable amount of these proceedings is R$1,159,400 (R$1,152,300 on June 30, 2009). The main tax proceedings deemed as possible loss or that had effects in the third quarter of 2009 are as follows: (i) IN 86. Light SESA was subjected to a fine by the Internal Revenue Service due to the fact that the Company did not comply with service of process for the delivery of electronic files between 2003 through 2005. The challenge was deemed groundless. Currently, the voluntary appeal lodged by Light is pending judgment. The restated amount of the fine up to September 30, 2009 is R$236,300 (R$232,200 on June 30, 2009). 07/31/2017 14:53:45 Page:68 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 LIGHT S.A. September 30, 2009 Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS (ii) ICMS (Aluvale). These are tax foreclosures related to the ICMS deferral in the supply of electric power for the consumer ALUVALE, an electro-intensive industrial consumer. A motion to stay was filed. Motions to stay were deemed groundless in three tax foreclosures and Light brought the corresponding appeals. The amount of these tax foreclosures on September 30, 2009 is R$168,800 (R$168,800 on June 30, 2009). (iii) IRRF – Disallowance of tax offset. Light was given a decision informing about the non-ratification to offset IRRF credits over temporary cash investments and IRRF of electricity bills paid by public authorities, which were offset due to negative balance of IRPJ in 2002. As a result, Light filed a Motion to Disagree, which is pending judgment. The amount involved on September 30, 2009 is R$178,000 (R$176,100 on June 30, 2009). (iv) Other. In addition to the cases mentioned above, there are other judicial and administrative litigations, deemed as probable losses by the legal counsel, mainly (a) ICMS on low-income subsidy; (b) transfer of ICMS credit (RHEEM company); (c) PIS, COFINS, IRPJ and CSLL Voluntary Disclosure; (d) ISS on regulated services; (e) nonratification of the COFINS offset with IRPJ negative balance; (f) no ratification of COFINS offset with CSLL negative balance – 1999 calendar year; and (g) no ratification of COFINS offset with CSLL negative balance – 2002 and 2003 calendar years. The amount involved in these litigations is R$222,600 on September 30, 2009 (R$221,700 on June 30, 2009). (v) Up to September 30, 2009, Light SESA received 29 lawsuits (18 on June 30, 2009) filed by business clients challenging PIS and COFINS transferred to electricity bills, pleading the reimbursement of all amounts unduly paid. According to the legal counsel opinion, the chances of loss are deemed as possible, and no provision was recorded. (vi) Light SESA is also involved in several lawsuits related to the Municipal Real Estate Tax (IPTU) and the Rural Land Tax (ITR), whose probability of loss is deemed as possible, according to the company’s attorneys, and for this reason a provision was not recorded. The amount related to these proceedings is R$302,200, according with the last statement. In one of the lawsuits concerning ITR, a final decision was favorable to Light in the administrative area for cancelling the specific debt. The amount involved in this lawsuit is R$11,800. Remote Losses Proceedings deemed as remote losses by the Company’s and subsidiaries’ legal counsel were not provisioned. 07/31/2017 14:53:45 Page:69 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 LIGHT S.A. September 30, 2009 Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS 16.4 Other Contingencies a) Administrative Regulatory Contingencies The subsidiary Light SESA has regulatory contingencies derived from administrative challenges against ANEEL: a.1) Low Income – ANEEL’s Inspection Report RF-LIGHT-04/2007-SFE of August 2007, concerning the inspection carried out between July 2, 2007 and July 13, 2007, challenged the granting of the social tariff to some consumers in the period and deemed as undue part of the subsidies ratified and received by Light SESA from Eletrobrás in the amount of R$266,379. On September 29, 2009, Light received from ANEEL the Directive Release 552/2009-SFE, which informed that the aforementioned Inspection Report is suspended while ANEEL reviews the inspection method. Since ANEEL has not rendered a final decision yet, the Company maintained a provision recorded in the amount of R$53,381, to cover the risk of having to refund part of the subsidy already received. a.2) ANEEL’s Infringement Notice 009/2005 – the notice was issued on March 15, 2005 under the argument that Light SESA had: (i) incorporated the subsidiaries LIR Energy Limited and Light Overseas Investments without prior consent of ANEEL (R$1,144); (ii) performed operations with these companies without prior consent of ANEEL – (R$2,287); and (iii) not complied with ANEEL’s order of cancelling operations and closing companies’ activities (R$3,431). After appeals had been filed, the fine related to item (iii) was excluded, and fines associated with items (i) and (ii) were maintained. The penalty associated to item (ii) was paid, while a writ of mandamus was filed regarding the fine related to item (i), with court deposit in the amount of R$1,655 (original amount restated by the SELIC rate up to the deposit date). After decision rendered on November 23, 2007 of refusing writ of mandamus security, the Requests of Clarification were filed, and consequently rejected by decision rendered on December 17, 2007. Against the judgment, Light SESA filed an appeal on January 25, 2008, requiring a supersedeas to that appeal. On September 10, 2008, a decision was rendered to which an appeal was filed for remanding purposes only. Finally, on September 17, 2008, Bill of Review 2008.0.00.046455-8 was filed, in order to obtain the supersedeas to the appeal, avoiding the fact that the amounts expended in the lawsuit were verified. The Bill of Review was distributed to the Federal Superior Court Judge, who has not issue an opinion on the request of advance protection yet. The amount as of September 30, 2009 is R$2,094 (R$2,048 on June 30, 2009). b) Environmental Contingencies The public civil action proposed by the Municipality of Barra do Piraí against subsidiary Light SESA, in which the plaintiff requests the remediation and recovery of several environmental damages caused by the construction of the Santa Cecília and Santana plants, as an integral part of the transposition system of waters from the Rio 07/31/2017 14:53:45 Page:70 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS Paraíba do Sul basin to the Rio Guandu basin, feeding the Fontes, Nilo Peçanha and Pereira Passos plants. Currently, the activity ceased, as the parties are trying to reach an agreement. There is a collection lawsuit concerning this public civil action which alleges that certain obligations were not complied with during the construction of the Santa Cecília e Santana plants, particularly regarding the aggradation and reforestation of the region. The suggested lawsuit amounts to R$900. The ruling of the lawsuit equally depends on expert examination and it is not possible to estimate the value of a possible adverse judgment. The sum of historical lawsuit values is approximately R$16,000, and the likelihood of loss of both actions is possible. Despite this being a possible outcome, as of September 30, 2009, the provision is R$6,000. Due to deverticalization, this provision was recorded at Light Energia. 17. OTHER PAYABLES Parent Company 9/30/2009 6/30/2009 CURRENT Advance from clients CVA (Note 3) Compensation for use of water resources Energy Research Company – EPE National Scientific and Technological Development Fund – FNDCT Energy Efficiency Program – PEE Research and Development Program – P&D Portion "A" (Note 3) Public lighting fee Other tariff charges (Note 3) Other debts - reimbursement to consumers (Note 6-f) Other Total NON-CURRENT CVA (Note 3) Provision for regulatory liabilities - overcontracting of energy Reversal reserve Use of Public Asset - UBP Other Total Consolidated 9/30/2009 6/30/2009 1,185 254 1,439 1,188 239 1,427 13,378 8,166 3,444 855 1,710 143,330 73,886 22,918 46,740 1,002 22,954 40,577 378,960 10,756 49,551 3,570 878 1,757 135,785 73,090 16,220 45,914 5,787 26,993 37,911 408,212 - - 2,109 7,962 69,933 115,779 8,471 204,254 977 7,962 69,933 116,211 9,832 204,915 18. PENSION PLAN AND OTHER EMPLOYEE BENEFITS Light SESA sponsors Fundação de Seguridade Social – BRASLIGHT, a nonprofit closed pension entity, whose purpose is to provide retirement benefits to the Company’s employees and pension benefits to their dependents. 07/31/2017 14:53:45 Page:71 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 LIGHT S.A. September 30, 2009 Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS BRASLIGHT was incorporated in April 1974 and has three plans - A, B and C – established in 1975, 1984 and 1998, respectively, with about 96% of the active participants of the other plans having migrated to Plan C. Plans A and B are of the Defined Benefit type and Plan C provides mixed benefit. All are currently in effect. 07/31/2017 14:53:45 Page:72 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS On October 2, 2001, the Secretariat for Pension Plans (“SPC”) approved an agreement for resolving the technical deficit and refinancing unamortized reserves, which are being amortized in 300 monthly installments beginning July 2001. Up to May 2009, installments had been adjusted based on the IGP-DI (general price index – domestic supply) variation (with one-month lag) and actuarial interest of 6% per annum. As of June 2009, IPCA (with one-month lag) replaced IGP-DI as restatement index. Transactions occurred in the quarters in net actuarial liabilities were the following: Total Consolidated Pension Plan on 3/31/2009 1,017,999 Amortizations in the quater Restatements in the quarter Tranfer from non-currrent to current Pension Plan on 6/30/2009 (23,177) 11,296 1,006,118 Amortizations in the quater Restatements in the quarter Tranfer from non-currrent to current Pension Plan on 9/30/2009 (23,370) 22,277 1,005,025 Current Non-Current 93,780 924,219 (23,177) 1,041 21,825 10,255 (21,825) 93,469 912,649 (23,370) 1,985 22,407 20,292 (22,407) 94,491 910,534 19. RELATED-PARTY TRANSACTIONS The Company’s main shareholders are: Controlling Group - Rio Minas Energia Participações S.A – RME, jointly-owned subsidiary of Companhia Energética de Minas Gerais – CEMIG, Andrade Gutierrez Concessões, Luce do Brasil Fundo de Investimento em Participações and Equatorial Energia. BNDESPAR Direct and indirect interests in operating subsidiaries are outlined in the Note 1. 07/31/2017 14:53:45 Page:73 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS A summary of related-party transactions occurred in the first periods of 2009 and 2008 is presented below: Item Contracts with the same group Relationship with Light SA. Original Amount Maturity date or term Conditions for termination or end Remaining balance Agreement Conditions 9/30/2009 (Agreement objectives and characteristics) R$ thousnd 1 Strategic agreement Purchase agreement of electricity between Light SESA and CEMIG CEMIG (party of the controlling group) 2 Strategic agreement Sale agreement of electricity between Light Energia and CEMIG CEMIG (party of the controlling group) 3 Strategic agreement Collection of distribution system usage charges between Light SESA and CEMIG CEMIG (party of the controlling group) 4 Strategic agreement Commitment to the basic electric network usage charges between Light SESA and CEMIG CEMIG (party of the controlling group) 5 Strategic agreement Commitment to the basic electric network usage charges between Light Energia and CEMIG CEMIG (party of the controlling group) R$ thousnd Date 01/01/2006 12/31/2038 614,049 Jan/2005 Dec/2013 30% of remaining balance 545,175 N/A 156,239 83,012 Nov/2003 Undetermined N/A - 170 Dec/2002 Undetermined N/A - 1,712 Dec/2002 Undetermined N/A - 10 Price established in the regulated market Price established in the regulated market Price established in the regulated market Price established in the regulated market Price established in the regulated market Strategic agreement 6 Electricity sale commitment between Light Energia and CEMAR* Equatorial (party of the controlling group) Jan/2005 Dec/2013 Price established in the regulated market N/A 61,214 33,354 Loans 7 FINEM BNDES Nov/2007 Sept2014 N/A 549,331 TJLP + 4.3% 414,768 Loans Line of credit BNDES 8 Mar/1999 Apr/2010 N/A 14,147 BNDES Basket + 4% 803 Loans Debentures 1st issue - non-convertible BNDES 9 Jan/1998 Jan/2010 N/A 105,000 TJLP + 4% p.a. 7,839 Loans 10 Pró Esco and Energy Efficiency Project of Condomínio Edifício Santos Dumont BNDES Dec/2008 Oct/2014 N/A 596 TJLP + 2.5% 1,895 Loans 11 Debentures 4th issue - convertible BNDES Jun/2005 Jun/2015 N/A 767,252 TJLP + 4% p.a. 115 Pension Plan 12 Fundação de Seguridade Social (Social Security Foundation) - BRASLIGHT BRASLIGHT (party of the controlling group) Jun/2001 535,052 Jun/2026 N/A IPCA+ 6% p.a 1,005,025 * Equatorial Energia S.A.’s subsidiary. 07/31/2017 14:53:45 Page:74 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS A summary of agreements executed with related parties is presented below: Contracts with the same group Item Consolidated Relationship with Light SA. Assets (Agreement objectives and characteristics) 09/30/2009 1 Strategic agreement Purchase agreement of electricity between Light SESA and CEMIG CEMIG (party of the controlling group) 2 Strategic agreement Sale agreement of electricity between Light Energia and CEMIG CEMIG (party of the controlling group) 3 Strategic agreement Collection of distribution system usage charges between Light SESA and CEMIG CEMIG (party of the controlling group) 4 Strategic agreement Commitment to the basic electric network usage charges between Light SESA and CEMIG CEMIG (party of the controlling group) 5 Strategic agreement Commitment to the basic electric network usage charges between Light Energia and CEMIG CEMIG (party of the controlling group) Liabilities 06/30/2009 09/30/2009 - - 2,628 2,446 - 170 169 - - 10 10 1,086 982 9,248 Revenue 06/30/2009 09/30/2009 12,147 Expenses 09/30/2008 09/30/2009 09/30/2008 - 75,457 65,065 16,673 15,826 - - 1,531 1,505 - - - 11,315 9,607 - - 1,712 1,479 - - 86 82 - 6,709 6,246 - - Strategic agreement 6 Electricity sale commitment between Light Energia and CEMAR* Equatorial (party of the controlling group) Loans 7 BNDES FINEM - 414,768 435,504 - - 803 1,243 - (293) - 7,839 16,059 - 997 2,159 - 1,895 1,878 - 72 32 - 115 117 - 59 461 - 1,005,025 1,006,118 - 42,765 124,995 Loans BNDES Line of credit 8 375 Loans BNDES Debentures 1st issue - non-convertible 9 Loans 10 BNDES Pró Esco and Energy Efficiency Project of Condomínio Edifício Santos Dumont Loans 11 BNDES Debentures 4th issue - convertible Pension Plan 12 Fundação de Seguridade Social (Social Security Foundation) - BRASLIGHT BRASLIGHT (party of the controlling group) * Equatorial Energia S.A.’s subsidiary. Related-party transactions have been executed under usual market conditions. Additional information – agreements in progress Light, in order to potentialize its capacity of developing and implementing new generation projects and taking into account the recognized capacity in this area of its shareholder Companhia Energética de Minas Gerais – CEMIG (“Cemig”), Light entered into Heads of Agreement (“Agreement”) which, among other provisions, establishes that the parties will jointly prepare business plans for the development and implementation of energy generation projects (“Generation Projects”). The Agreement also determines that the parties will execute specific instruments for each of the Generation Projects to be implemented and the Company’s interest directly or by means of its subsidiaries in each one of these consortia will be fifty-one percent (51%) and CEMIG’s interest, directly or by means of its subsidiaries will be forty-nine percent (49%). Light, which already has in its portfolio projects under development, formalized by means of its subsidiaries, Lightger Ltda., Itaocara Energia Ltda. and Light Energia S.A., three consortium agreements with Cemig Geração e Transmissão S.A. (“Cemig GT”), 07/31/2017 14:53:45 Page:75 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS wholly-owned subsidiary of Cemig, aiming the exploration of hydroelectric projects in the regions of Paracambi, Itaocara and Lajes, respectively. All private instruments mentioned above were executed by the parties under suspensive conditions, therefore, their effectiveness relies on obtaining authorizations or endorsements required by regulatory authorities, including but not limited to ANEEL. 20. SHAREHOLDERS’ EQUITY a) Capital Stock The capital of Light S.A is represented by 203,934,060 book-entry common shares, with no par value, as of September 30, 2009, recorded as Capital Stock in the total amount of R$2,225,822, as follows: SHAREHOLDERS Controlling Group RME Rio Minas Energia Participações S.A. Lidil Comercial Ltda Other BNDES Participações S.A. - BNDESPAR Public and other 09/30/2009 Number of Shares % Interest 06/30/2009 Number of Shares % Interest 100,719,912 5,584,685 49.39% 2.74% 100,719,912 5,584,685 49.39% 2.74% 49,776,782 47,852,681 203,934,060 24.41% 23.46% 100.0% 68,555,918 29,073,545 203,934,060 33.62% 14.25% 100.0% Light S.A. is authorized to increase its capital up to the limit of 203,965,072 common shares through resolution of the Board of Directors, regardless of amendments to the bylaws. However, this increase is to occur exclusively upon the exercise of the warrants issued, strictly pursuant to the conditions of the warrants (Bylaws, Article 5, paragraph 2). On July 14, 2009, 29,470,480 shares issued by Light S.A. were offered to the market, of which 16,079,135 shares were held by BNDESPar and 13,391,345 shares were held by EDF. On August 11, 2009, Banco Itaú BBA, the offering lead coordinator, fully exercised the option to acquire an overallotment of 2,700,000 shares owned by BNDESPAR. Therefore, the total number of shares offered was 32,170,480, of which 18,779,136 were held by BNDESPAR and 13,391,344 were held by EDF. Total shares sold corresponded to 15.8% of the Company’s capital stock. b) Capital Reserve Light S.A., pursuant to CVM Resolution 562 issued on December 17, 2008, recorded in Shareholders’ Equity, under Capital Reserves, the amount of R$52,667 (R$42,504 on June 30, 2009) related to the stock options granted to some of its officers, corresponding to the vesting period already incurred up to September 30, 2009, as per Note 31. 07/31/2017 14:53:45 Page:76 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS 21. ELECTRIC POWER SUPPLY Consolidated 07.01 to 09.30 Number of billed sales (1) (2) 2009 2008 GWh (1) 2009 R$ 2008 2009 2008 Residential Industrial Commerce, services and other Rural Public sector Public lighting Public utility Own consumption Billed sales ICMS (State VAT) Unbilled sales 3,702,644 11,993 272,633 11,162 10,079 431 1,329 331 4,010,602 - 3,623,437 12,353 269,960 10,943 9,782 353 1,431 328 3,928,587 - 1,761 458 1,388 12 317 168 263 16 4,383 - 1,714 477 1,379 11 308 171 265 17 4,342 - 564,265 95,338 414,569 2,164 97,598 24,541 51,183 1,249,658 454,589 6,673 551,820 107,431 421,816 2,361 95,945 25,320 55,143 1,259,836 456,586 10,384 TOTAL SUPPLY (3) 4,010,602 3,928,587 4,383 4,342 1,710,920 1,726,806 1,154 157 1,311 1,189 111 1,300 82,332 9,056 91,388 81,723 12,751 94,474 5,694 5,642 1,802,308 1,821,280 Electric power auction Short-term energy TOTAL SUPPLY OVERALL TOTAL 4,010,602 3,928,587 (1) Not revised by the independent auditors (2) Number of billed sales in September 2009, with and without consumption (3) Light SESA Consolidated (1) (2) 01.01 to 09.30 Number of billed sales 2009 2008 GWh 2009 (1) R$ 2008 2009 2008 Residential Industrial Commerce, services and other Rural Public sector Public lighting Public utility Own consumption Billed sales ICMS (State VAT) Unbilled sales 3,702,644 11,993 272,633 11,162 10,079 431 1,329 331 4,010,602 - 3,623,437 12,353 269,960 10,943 9,782 353 1,431 328 3,928,587 - 5,785 1,349 4,447 37 1,029 506 799 50 14,002 - 5,563 1,387 4,364 37 975 514 804 51 13,695 - 1,893,070 303,824 1,375,607 6,973 320,744 75,657 159,407 4,135,282 1,523,465 (14,353) 1,803,009 295,002 1,342,454 7,050 254,457 75,721 160,560 3,938,253 1,438,307 (34,417) TOTAL SUPPLY (3) 4,010,602 3,928,587 14,002 13,695 5,644,394 5,342,143 3,413 639 4,052 3,478 360 3,838 241,627 28,658 270,285 248,560 32,258 280,818 18,054 17,533 5,914,679 5,622,961 Electric power auction Short-term energy TOTAL SUPPLY OVERALL TOTAL 4,010,602 3,928,587 (1) Not revised by the independent auditors (2) Number of billed sales in September 2009, with and without consumption (3) Light SESA 07/31/2017 14:53:45 Page:77 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS 22. OTHER REVENUES 07.01 to 09.30 Leases, rentals and other Income from network usage Income from services rendered Taxed service 0 Consolidated 2009 2008 10,169 6,078 117,727 147,761 5,588 10,462 728 6,771 134,212 171,072 01.01 to 09.30 Leases, rentals and other Income from network usage Income from services rendered Taxed service Consolidated 2009 2008 30,012 17,818 359,629 416,084 20,669 26,658 2,082 16,943 412,392 477,503 23. CONSUMER CHARGES (Operating Revenue Deductions) 07.01 to 09.30 CCC - Cash CCC - CVA CCC - CVA Amortization CDE - Cash CDE - CVA CDE - CVA Amortization Taxes Charged from Consumers - RGR EPE - Energy Research Company FNDCT - National Development Fund PEE - Energy Efficiency Plan P&D - Research and Development Consolidated 2009 2008 (46,717) (71,892) (2,711) 25,633 (42,819) 12,579 (51,519) (49,914) 366 (1,218) 9,030 (6,834) (20,190) (20,044) (1,286) (1,366) (2,566) (2,736) (5,675) (6,104) (2,567) (2,736) (166,654) (124,632) 01.01 to 09.30 CCC - Cash CCC - CVA CCC - CVA Amortization CDE - Cash CDE - CVA CDE - CVA Amortization Taxes Charged from Consumers - RGR EPE - Energy Research Company FNDCT - National Development Fund PEE - Energy Efficiency Plan P&D - Research and Development Consolidated 2009 (114,041) (33,700) (170,763) (154,557) 1,071 29,515 (62,586) (4,129) (8,252) (18,441) (8,253) (544,136) 07/31/2017 14:53:45 2008 (167,859) 29,080 33,918 (149,742) (2,093) (17,491) (59,592) (4,134) (8,265) (18,406) (8,130) (372,714) Page:78 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS 24. OPERATING COSTS AND EXPENSES 07.01 to 09.30 Nature of the expense Personnel and management Material Outsourced services Electricity purchased for resale (Note 25) Depreciation and amortization Allowance for doubtful accounts Provision for contingencies Other Total Consolidated Operating Expenses Selling General and Adm Cost of Service Electric Power Operation (722,678) (722,678) (36,401) (3,776) (28,482) (67,371) (4,553) (140,583) (3,835) (301) (14,564) (252) (57,935) (267) (77,154) Consolidated Operating Expenses Cost of Service 01.01 to 09.30 Nature of the expense Personnel and management Material Outsourced services Electricity purchased for resale (Note 25) Depreciation and amortization Allowance for doubtful accounts Provision for contingencies Other Total Electric Power (2,406,525) (2,406,525) (17,517) (530) (22,353) (8,675) (9,087) (19,472) (77,634) Operation Selling (115,035) (12,742) (81,921) (201,958) (13,526) (425,182) General and Adm (12,119) (1,015) (41,891) (755) (184,643) (794) (241,217) (55,355) (1,788) (64,295) (26,005) (32,968) (57,856) (238,267) (Reclassified) 2008 2009 (57,753) (4,607) (65,399) (722,678) (76,298) (57,935) (9,087) (24,292) (1,018,049) (54,563) (3,935) (70,822) (712,581) (76,997) (80,999) 6,330 (22,085) (1,015,652) (Reclassified) 2008 2009 (182,509) (15,545) (188,107) (2,406,525) (228,718) (184,643) (32,968) (72,176) (3,311,191) (169,506) (11,425) (197,514) (2,213,338) (236,362) (188,642) (73,485) (66,758) (3,157,030) 25. ELECTRIC POWER PURCHASED FOR RESALE Consolidated GWh(1) 07.01 to 09.30 2009 CVA (Recoverable Cost Variation) Connection charges Spot market energy Network usage charges Itaipu UTE Norte Fluminense Other contracts and electric power auctions National Electric System Operator (O.N.S.) R$ 2008 107 1,432 1,601 2,971 6,111 69 1,444 1,600 2,837 5,950 2009 59,241 (4,732) (15) (107,215) (147,949) (242,025) (276,106) (3,877) (722,678) 2008 (34,964) (3,882) (7,400) (94,539) (127,693) (191,791) (249,887) (2,425) (712,581) (1) Not revised by the independet auditors Consolidated GWh(1) 01.01 to 09.30 2009 CVA (Recoverable Cost Variation) Connection charges Spot market energy Network usage charges Itaipu UTE Norte Fluminense Other contracts and electric power auctions National Electric System Operator (O.N.S.) 675 4,223 4,751 10,263 19,912 R$ 2008 657 4,289 4,768 9,175 18,889 2009 123,559 (14,306) (53,252) (302,166) (491,079) (718,216) (940,143) (10,922) (2,406,525) 2008 (43,166) (11,646) (175,310) (267,641) (377,178) (571,292) (759,678) (7,427) (2,213,338) (1) Not revised by the independet auditors 07/31/2017 14:53:45 Page:79 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS 26. FINANCIAL INCOME 07.01 to 09.30 REVENUES Interest and variation on debts paid by installments Restatement of tax credits Charges on CVA accounts and Portion A Income from temporary cash investments Swap operations Other EXPENSES Adjustment at present value of receivables Restatement of tax liabilities Restatement of provision for contingencies Charges and monetary variations on actuarial liability of Brasilight Interest and charges on loans and financing – foreign currency Interest and charges on loans and financing – domestic currency Charges on regulatory liabilities Monetary variation – domestic currency Exchange variation – foreign currency Exchange variation - Itaipu Swap operations Other NET FINANCIAL INCOME 01.01 to 09.30 REVENUES Interest and variation on debts paid by installments Restatement of tax credits Charges on CVA accounts and Portion A Charges on recovery of tariff margin Charges on transactions of free energy Income from temporary cash investments Swap operations Other EXPENSES Adjustment at present value of receivables Restatement of tax liabilities Restatement of provision for contingencies Charges and monetary variations on actuarial liability of Brasilight Interest and charges on loans and financing – foreign currency Interest and charges on loans and financing – domestic currency Charges on regulatory liabilities Charges on transactions of free energy Reversal of provision PIS/COFINS on financial income Monetary variation – domestic currency Exchange variation – foreign currency Exchange variation - Itaipu Swap operations Other NET FINANCIAL INCOME 07/31/2017 14:53:45 Parent Company 2009 2008 Consolidated 2009 2008 69 5 74 10 30 40 14,927 3,530 17,211 (1,761) 8,348 42,255 19,501 1,546 7,606 21,098 2,863 3,541 56,155 (175) (175) (29) (29) 4,655 (6,695) (7,321) (22,277) (2,912) (49,079) (3,518) (387) (379) (3,585) (2,684) (94,182) (9,526) (3,191) (9,028) (38,696) (2,942) (52,285) (4,504) (7) (24,498) (12,481) 6,459 (9,880) (160,579) (101) 11 (51,927) (104,424) Parent Company 2009 2008 1,157 20 1,177 (416) (416) 761 Consolidated 2009 96 41 137 2008 61,016 18,456 6,001 45,069 (10,047) 7,288 127,783 74,995 36,079 24,788 6,254 3,154 46,471 4,453 9,371 205,565 (30) (30) 16,074 (22,284) (37,511) (42,765) (10,664) (139,741) (10,651) (1,102) 42,429 (6,145) (3,632) (215,992) (2,638) (31,661) (45,752) (124,995) (12,540) (143,517) (15,927) (4,756) 432,358 (51) (3,634) (5,203) (2,160) (12,391) 27,133 107 (88,209) 232,698 - Page:80 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS 27. FINANCIAL INSTRUMENTS Below, we compared book and market values of Companies’ assets and liabilities: Consolidated 09/30/2009 06/30/2009 Book value Market Value Book value Market Value ASSETS Cash investments (Note 4) Swaps LIABILITIES Loans and financing (Note 13) Debentures (Note 14) Swaps (Note 13) 891,114 404 891,518 891,114 404 891,518 557,789 2,320 560,109 557,789 2,320 560,109 1,060,347 1,245,552 5,891 2,311,790 1,073,857 1,245,552 5,891 2,325,300 1,183,268 962,401 2,436 2,148,105 1,199,925 962,401 2,436 2,164,762 a) Policy for utilization of derivatives The policy for utilization of derivative instruments approved by the Board of Directors determines the debt service protection (principal plus interest and commissions) denominated in foreign currency to mature within 24 months, forbidding any utilization for speculative purposes, whether in derivatives or any other risk assets. In line with provisions of this policy, the Company and its subsidiaries do not have futures contracts, options, swaptions, swaps with regret option, flexible options, derivatives embedded in other products, structured operations with derivatives and “exotic derivatives”. In addition, it is evidenced through the chart above that the single derivative instrument used by the Company and its subsidiaries is the non-cash currency swap (US$ versus CDI), whose Contractual Notional Value corresponds to the amount of foreign currency-denominated debt service to expire within 24 months, in line with the policy for the utilization of aforementioned derivatives. b) Risk management and objectives achieved The management of derivative instruments is conducted by means of operating strategies, aiming liquidity, profitability and safety. The control policy consists of permanently inspecting the policy compliance in the utilization of derivatives, as well as to monitor the rates contracted against those used in the market. c) Classification and measurement of financial instruments: Concerning the calculation of market value, below the following considerations: 07/31/2017 14:53:45 Page:81 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS Loans and receivables: consumers, concessionaires and permissionaires (clients) are classified as “held to maturity” and are recorded by their original values, subject to provision for losses and present value adjustment, when applicable. Suppliers: are measured by the “amortized cost method” and therefore, recognized by their original value. Loans and financing: are measured by the “amortized cost method”. Market values were calculated at interest rates applicable to instruments with similar nature, maturities and risks, or based on market quotations of these securities. The market values for BNDES financing are identical to accounting balances, since there are no similar instruments, with comparable maturities and interest rates. In case of debentures, book and market values are identical, as there is no liquid trading market for these debentures as an accurate benchmark in the market calculation. Swap operations: are measured at the “market value”. The determination of market value used available information in the market and usual pricing methodology: the face value (notional) evaluation for long position (in U.S. dollars) until maturity date and discounted at present value of clean coupon rates, published in bulletins of Future and Commodities Exchange – BM&F Bovespa. It is worth mentioning that estimated market values of financial assets and liabilities were determined considering information available on the market and appropriate valuation methodologies. Nevertheless, meaningful judgment was required when interpreting market data to produce the most appropriate market value estimate. As a result, estimates do not necessarily indicate the amounts that may be realized in current exchange market. d) Risk Factors During the normal course of its businesses, the Company and its subsidiaries are exposed to the market risks related to currency variations and interest rates, as evidenced in the chart below: Debt breakdown (excluding financial charges): Consolidated 09/30/2009 USD Currency basket BNDES Foreign currency (current and non-current) CDI TJLP Other Local currency (current and non-current) Overall total (current and non-current) 07/31/2017 14:53:45 R$ 110,528 800 111,328 1,767,784 422,706 4,081 2,194,571 2,305,899 % 4.8% 0.0% 4.8% 76.7% 18.3% 0.2% 95.2% 100.0% 06/30/2009 R$ 110,175 1,239 111,414 1,576,971 451,022 6,262 2,034,255 2,145,669 % 5.1% 0.1% 5.2% 73.5% 21.0% 0.3% 94.8% 100.0% Page:82 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 LIGHT S.A. September 30, 2009 Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS On September 30, 2009, according to the chart above, the foreign currency-denominated debt is R$111,328, or 4.83% of total debt. Nevertheless, if we include financial charges, this amount increases to R$116,171 (US$65,334, according to U.S. dollar quote of September 30, 2009), or 4.84% of the total debt. Financial derivative instruments were contracted for the amount of foreign currencydenominated debt service to expire within 24 months, in the swap modality, whose notional value on September 30, 2009 stood at US$25,795, according to the policy for utilization of derivative instruments approved by the Board of Directors. Thus, if we deduct this amount from total foreign currency-denominated debt, the foreign exchange exposure represents 2.93% of total debt. Below, we provide a few considerations and analyses on risk factors impacting the business of Grupo Light companies: Foreign exchange risk Considering that a portion of Light SESA’s loans and financing is denominated in foreign currency, the Company uses derivative financial instruments (swap operations) to hedge service associated with these debts (principal plus interest and commissions) to expire within 24 months. Derivative operations resulted in a loss of R$5,344 in the third quarter of 2009 (R$9,322 gain in 3Q08). The net amount of the swap operations as of September 30, 2009, considering fair value, is negative at R$5,487 (negative at R$1,932 on September 30, 2008), as shown below: 07/31/2017 14:53:45 Page:83 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS Notional Value Contracted (US$ thousand) Fair Value Sept/09 (R$) Assets Fair Value Sept/09 (R$) Liabilities Institution Light's Receivable Unibanco US$+3.4% 100% CDI 04/04/08 10/09/09 6,275 - (924) Citibank US$+3.3% 100% CDI 04/04/08 10/15/09 35 - (5) Unibanco US$+3.35% 100% CDI 04/04/08 11/16/09 35 - (5) Unibanco US$+3.41% 100% CDI 04/04/08 12/08/09 922 - (134) Unibanco US$+3.4% 100% CDI 04/04/08 12/15/09 34 - (5) Unibanco US$+3.48% 100% CDI 04/04/08 12/28/09 449 - (64) Unibanco US$+4.42% 100% CDI 08/25/08 01/15/10 32 2 - Unibanco US$+4.32% 100% CDI 08/25/08 02/17/10 32 2 - Unibanco US$+4.32% 100% CDI 08/25/08 03/10/10 70 4 - Citibank US$+4.32% 100% CDI 08/25/08 03/15/10 31 2 - Citibank US$+4.53% 100% CDI 08/25/08 04/12/10 5,889 364 - Citibank US$+4.32% 100% CDI 08/25/08 04/15/10 31 2 - Itau US$+4.45% 100% CDI 08/25/08 06/15/10 426 28 - Citibank US$+2.80% 100% CDI 02/10/09 09/10/10 74 - (44) Itau US$+2.80% 100% CDI 02/10/09 10/11/10 5,512 - (3,220) Citibank US$+2.80% 100% CDI 02/10/09 12/27/10 376 - (220) Itaú US$+2.20% 100% CDI 06/18/09 03/10/11 69 - (16) Citibank US$+2.33% 100% CDI 06/18/09 04/12/11 5,436 - (1,249) Itaú US$+2.30% 100% CDI 09/10/09 09/12/11 67 - (5) Light's Payable Starting Date Maturity Date Totals 25,795 404 (5,891) The amount recorded is already measured by its fair value on September 30, 2009. All operations with derivative financial instruments are registered in clearing houses for the custody and financial settlement of securities and there is no margin deposited in guarantee. Operations have no initial cost. The sensitivity analysis for foreign exchange and interest rates fluctuations is presented, showing eventual impacts on financial result of the Company and its subsidiaries are presented below. The methodology used in the “Probable Scenario” considered that both foreign exchange and interest rates will stay at the same level verified on September 30, 2009 until the end of year, with no changes to the amounts of liabilities, derivatives and temporary cash investments verified on September 30, 2009. It is worth highlighting that, as this refers to a sensitivity analysis of the impact on the 2009 financial result, the following factors were taken into account: the expenses and/or financial revenues amounts realized in 3Q09 and the projection of charges for the next three-month period on the debt balance on September 30, 2009. It is important to mention that the behavior of debt and derivative balances will observe their respective contracts, and the balance of temporary cash investments will fluctuate according to the need or availability of funds of the Company and its subsidiaries. 07/31/2017 14:53:45 Page:84 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS Exchange Rate Depreciation Risk Operation FINANCIAL LIABILITIES Par Bond Discount Bond Flirb * C. Bond Debit. Conv. New Money * Bib BNDES - Financ. Imports Societe Generale KfW DERIVATIVES Swaps Risk Scenario (I): Probable R$ thousand Scenario (II) Scenario (III) USD USD USD USD USD USD USD Basket USD USD 51,579 26,747 11,404 51 6,882 4,967 40 235 254 377 622 23,368 18,224 5,541 51 (569) (4) 40 19 51 (43) 58 (4,844) 9,702 (325) 51 (8,020) (4,976) 40 (197) (151) (462) (506) USD (17,495) (5,545) 6,406 +25% +50% 2.2226 2.66715 Reference for financial assets and liabilities Financial R$/US$ exchange rate (end of the quarter) 1.7781 Exchange Rate Appreciation Risk Operation FINANCIAL LIABILITIES Par Bond Discount Bond Flirb * C. Bond Debit. Conv. New Money * Bib BNDES - Financ. Imports Societe Generale KfW DERIVATIVES Swaps Reference for financial assets and liabilities Financial R$/US$ exchange rate (end of the quarter) Risk Scenario (I): Probable R$ thousand Scenario (IV) Scenario (V) USD USD USD USD USD USD USD Basket USD USD 51,578 26,747 11,403 51 6,882 4,967 40 235 254 377 622 79,790 35,270 17,267 51 14,333 9,938 40 451 457 797 1,186 108,002 43,793 23,131 51 21,784 14,909 40 667 660 1,216 1,751 USD (17,495) (29,446) (41,397) -25% -50% 1.3336 0.8891 1.7781 * Loans settled in the second quarter, whose stress scenario will not therefore vary. Considering the chart above, it is possible to identify that despite partial hedge against foreign currency-denominated debt (only limited to debt service to expire within 24 months), as R$/US$ exchange rate increases, liabilities financial expense also increases but financial revenues of derivatives also partially offset this negative impact and vice- 07/31/2017 14:53:45 Page:85 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS versa. Thus, cash is hedged due to the derivatives policy of the Company and its subsidiaries. Interest rate risk This risk derives from impact of interest rates fluctuation not only over financial expense associated with loans and financing of subsidiaries, but also over financial revenues deriving from temporary cash investments. The policy for utilization of derivatives approved by the Board of Directors does not comprise the contracting of instruments against such risk. Nevertheless, the Company and its subsidiaries continuously monitor interest rates so that to evaluate eventual need of contracting derivatives to hedge against interest rates volatility risk. See below the sensitivity analysis of interest rate risk, evidencing the effects on variation results in the scenarios: Risk of Interest Rate Increase Operation Risk R$ thousand Scenario (I): Probable Scenario (II) FINANCIAL ASSETS Temporary cash investments CDI 64,492 69,347 74,203 FINANCIAL LIABILITIES Scenario (III) (223,831) (235,082) (246,391) CDI CDI CDI (104,397) (47,030) (8,575) (109,421) (49,407) (8,998) (114,472) (51,797) (9,423) TJLP (1,143) (1,172) (1,201) TJLP TJLP TJLP CDI (14) (43,143) (111) (2,216) (14) (44,707) (118) (2,216) (15) (46,276) (125) (2,216) Debentures 6 issue CDI (17,202) (19,029) (20,866) DERIVATIVES Swaps CDI (17,495) (17,766) (18,032) Reference for FINANCIAL ASSETS CDI (% YTD) 9.84% +25% 10.37% +50% 10.89% Reference for FINANCIAL LIABILITIES CDI (% YTD) TJLP (% YTD) 9.84% 6.21% +25% 10.37% 6.59% +50% 10.89% 6.97% th Debentures 5 issue CCB Bradesco CCB Bco ABN Amro Banking S/A st Debentures 1 issue th Debentures 4 issue FINEM BNDES PROESCO Promissory Notes R$100 million* th 07/31/2017 14:53:45 Page:86 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS Risk of Interest Rate Reduction Operation Risk R$ thousand Scenario (I): Probable Scenario (IV) FINANCIAL ASSETS Temporary cash investments CDI 64,492 59,636 54,780 FINANCIAL LIABILITIES Scenario (V) (223,831) (212,635) (201,495) CDI CDI CDI (104,397) (47,030) (8,575) (99,398) (44,664) (8,154) (94,425) (42,310) (7,735) TJLP (1,143) (1,114) (1,085) TJLP TJLP TJLP CDI (14) (43,143) (111) (2,216) (13) (41,585) (104) (2,216) (13) (40,033) (97) (2,216) Debentures 6 issue CDI (17,202) (15,387) (13,581) DERIVATIVES Swaps (17,495) (17,221) (16,943) CDI Reference for FINANCIAL ASSETS CDI (% YTD) 9.84% -25% 9.30% -50% 8.75% Reference for FINANCIAL LIABILITIES CDI (% YTD) TJLP (% YTD) 9.84% 6.21% -25% 9.30% 5.83% -50% 8.75% 5.44% th Debentures 5 issue CCB Bradesco CCB Bco ABN Amro Banking S/A st Debentures 1 issue th Debentures 4 issue FINEM BNDES PROESCO Promissory Notes R$100 million* th * Loans settled in the third quarter, whose stress scenario will not therefore vary. Credit risk It derives from the Company and its subsidiaries eventually suffering losses deriving from default of counterparties or financial institutions depositary of funds or financial investments. To mitigate these risks, the Company and its subsidiaries adopt the analysis of financial and equity position of its counterparties as practice, as well as the definition of credit limits and permanent monitoring of outstanding positions. Concerning financial institutions, the Company and its subsidiaries only carry out operations with low-risk financial institutions classified by rating agencies. 07/31/2017 14:53:45 Page:87 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS 28. INSURANCE The Company and its subsidiaries have insurance covering its main assets: The assumptions of risks adopted, given their nature, are not included in the scope of a special review; accordingly, they were not reviewed by independent auditors. Insurance coverage as of September 30, 2009 is considered sufficient by Management, as summarized below: Effective Term From To RISKS Directors & Officers (D&O) Civil and general liabilities Operating risks* 8/10/2009 9/25/2009 10/31/2008 8/10/2010 9/25/2010 10/31/2009 Amount Insured Premium US$20,000 R$20,000 R$2,259,176 US$ 81 R$452 R$1,108 * The agreement was renewed and shall be effective from 10/31/2009 to 10/31/2010, with the new insured amount of R$3,572,187 and premium of R$1,632. In addition, maximum limit of indemnification (LMI) was reduced from R$348,892 to R$300,000. 29. STATEMENT OF INCOME BY COMPANY 01.01 to 09.30 OPERATING REVENUE Billed sales Unbilled sales Supply - Electric Power Other REVENUES DEDUCTION Billed sales - ICMS (State VAT) Consumer charges PIS (Tax on Revenues) COFINS (Tax on Revenues) COFINS - CVA - Amortization Other NET OPERATING REVENUE OPERATING EXPENSES Personnel Material Outsourced services Energy purchased Depreciation Provisions Other Light SESA Light Energia Light SA Light ESCO Other 2009 Consolidated Removals 2008 Consolidated (Reclassified) 6,080,287 5,658,747 (14,353) 17,152 418,741 245,278 240,846 4,432 - 68,284 57,543 10,741 - (66,778) (45,256) (21,522) 6,327,071 5,658,747 (14,353) 270,285 412,392 6,100,464 5,376,560 (34,417) 280,818 477,503 (2,361,564) (1,523,465) (533,314) (56,120) (248,001) 932 (1,596) (25,822) (10,822) (2,675) (12,325) - - (9,761) (7,735) (282) (1,299) (445) - - (2,397,147) (1,531,200) (544,136) (59,077) (261,625) 932 (2,041) (2,189,132) (1,449,812) (372,714) (63,431) (306,245) 5,192 (2,122) 3,718,723 219,456 - 58,523 - (66,778) 3,929,924 3,911,332 (3,198,140) (135,971) (10,270) (174,178) (2,404,990) (210,065) (217,601) (45,065) (88,909) (12,973) (496) (9,430) (30,127) (18,194) (10) (17,679) (33,838) (32,504) (1,063) (271) (48,053) (1,061) (4,779) (3,436) (37,917) (459) (401) - 66,777 66,509 268 (3,302,163) (182,509) (15,545) (188,107) (2,406,525) (228,718) (217,611) (63,148) (3,146,841) (169,506) (11,425) (197,514) (2,213,338) (236,362) (262,127) (56,569) - - 390,226 - - (390,226) - - FINANCIAL INCOME Financial revenue Financial expenses (88,291) 124,950 (213,241) (5,747) 7,182 (12,929) 761 1,177 (416) 556 799 (243) 4,512 4,552 (40) (10,877) 10,877 (88,209) 127,783 (215,992) 232,698 205,565 27,133 INCOME BEFORE TAXES Social contribution Income tax 432,292 (13,757) (106,602) 124,800 (11,213) (30,254) 357,149 - 11,026 (61) (3,588) 4,512 (18) (31) (390,227) - 539,552 (25,049) (140,475) 997,189 (73,897) (218,191) INCOME AFTER TAXES 311,933 83,333 (390,227) Equity in the earnings of subsidiaries Employees profit sharing NET INCOME 07/31/2017 14:53:45 374,028 705,101 (15,364) (1,125) 357,149 (34) 7,377 (390) 4,463 - - (16,913) (16,298) 296,569 82,208 357,115 6,987 4,463 (390,227) 357,115 688,803 Page:88 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS 30. TARIFF REVIEW (Not revised by the independent auditors) Result of second periodic tariff review of Light SESA: At a public meeting held on October 13, 2009, ANEEL established at 2.06% the final tariff adjustment of Light Serviços de Eletricidade S/A for the period from November 7, 2008 (November 2008 to November 2013), including all consumption categories (residential, industrial, commercial and others). The effects thereof will be noticed when the 2009 tariff adjustment is ratified. In view of what had been temporarily established in November 2008, the main changes introduced by ANEEL are: (i) the reference company increases from R$575 million to R$583 million, that is, R$8 million higher than the 2008 interim result; (ii) reduction in annual investments from R$390 million to R$364 million and (iii) definition of the nontechnical loss decreasing path, from 38.98% to 31.82% of the low tension market in the last year of the cycle. Other relevant variables in the tariff structure, such as delinquency rate (0.90%), Xe Factor (0.0%) and Market Growth of Xe Factor (1.5%), remained unchanged in relation to what was temporarily established by ANEEL in November of 2008. Likewise, the basis of Gross Regulatory Compensation (R$8,077 million) and Net Regulatory Compensation (R$4,674 million) did not have any changes. Lastly, the final review result may be considered neutral in relation to the Preliminary Review, which represented an important improvement in the recognition of the details of Light’s concession. 31. LONG-TERM INCENTIVE PLAN a) Stock Incentive Plan Light S.A., pursuant to CVM Resolution 562 issued on December 17, 2008, recorded an increase of R$10,163 in its shareholders’ equity, under capital reserves, corresponding to the vesting period incurred in the third quarter of 2009, totaling R$52,667 (R$42,504 on June 30, 2009) referring to stock options granted to some of its officers. b) “Phantom Option” Incentive Plan The Company accrued the amount of R$1,033 related to the vesting period incurred in the third quarter of 2009, offset by an entry in the personnel expenses item, totaling R$7,445 (R$6,412 on June 30, 2009). 07/31/2017 14:53:45 Page:89 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 LIGHT S.A. September 30, 2009 Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS 07/31/2017 14:53:45 Page:90 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 LIGHT S.A. September 30, 2009 Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS 32. SUBSEQUENT EVENTS Tariff readjustment At a public meeting held on November 4, 2009, ANEEL approved the report that authorizes the 5.65% average readjustment to Light SESA’s tariffs from November 7, 2009, including all consumption categories (residential, industrial, commercial, rural and other). Adhesion to the “New Refis” On November 6, 2009, Light S.A’s Board of Directors approved the adhesion of Light SESA to the “New Refis” (new Tax Recovery Program), as established by Law 11,941/2009, with payment of tax debts in up to 180 installments. Dividends payment On November 6, 2009, the Board of Directors approved the statement of additional dividends, in the amount of R$94,730, referring to the Profit Reserve account, totaling R$594,368 of 2008 profit. 07/31/2017 14:53:45 Page:91 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS BOARD OF DIRECTORS MEMBERS ALTERNATES SérgioAlair Barroso Luiz Fernando Rolla Djalma Bastos de Morais João Batista Zolini Carneiro Eduardo Borges de Andrade João Pedro Amado Andrade Ricardo Coutinho de Sena Paulo Roberto Reckziegel Guedes Carlos Augusto Leone Piani Ana Marta Horta Veloso Firmino Ferreira Sampaio Neto Paulo Jerônimo Bandeira de Mello Pedrosa Aldo Floris Lauro Alberto de Luca Carlos Roberto Teixeira Junger Ricardo Simonsen Elvio Lima Gaspar Joaquim Dias de Castro José Luiz Silva Carmen Lúcia Claussen Kanter Ruy Flaks Schneider Almir José dos Santos FISCAL COUNCIL MEMBERS ALTERNATES Ari Barcelos da Silva Eduardo Gomes Santos Isabel da Silva Ramos Kemmelmeier Leonardo George de Magalhães Eduardo Grande Bittencourt Ricardo Genton Peixoto Maurício Wanderley Estanislau da Costa Márcio Cunha Cavour Pereira de Almeida Aristóteles Luiz Menezes Vasconcellos Drummond João Procópio Campos Loures Vale 07/31/2017 14:53:45 Page:92 (A free translation of the original in Portuguese) FEDERAL PUBLIC SERVICE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) STANDARDIZED FINANCIAL STATEMENTS (DFP) COMMERCIAL, INDUSTRY AND OTHER TYPES OF COMPANIES 01987-9 September 30, 2009 LIGHT S.A. Brazilian Corporation Law 03.378.521/0001-75 11.01 – NOTES TO THE FINANCIAL STATEMENTS BOARD OF EXECUTIVE OFFICERS José Luiz Alquéres Chief Executive Officer Ronnie Vaz Moreira Vice Chief Executive and Investor Relations Officer Roberto Manoel Guedes Alcoforado Vice Chief Operations and Clients Officer Paulo Henrique Siqueira Born Executive Officer Ana Silvia Corso Matte Executive Officer Luiz Fernando de Almeida Guimarães Executive Officer Paulo Roberto Ribeiro Pinto Executive Officer Gustavo César de Alencar Executive Officer CONTROLLERSHIP AND PLANNING SUPERINTENDENCE Elvira Madruga B Cavalcanti Luciana Maximino Maia Controllership and Planning Superintendant ACCOUNTANT – Accounting Manager Individual Taxpayer’s ID (CPF) 590.604.504-00 Individual Taxpayer’s ID (CPF) 114.021.098-50 Regional Accounting Council (CRC-RJ) 091476/O-0 07/31/2017 14:53:45 Page:93
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